Common use of Access to the Business Clause in Contracts

Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use reasonable efforts to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.

Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use commercially reasonable efforts to cause (including by enforcing the rights of the Seller Parties under the Merger Agreement) LIN and its Affiliates to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties Parties, LIN or their respective Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties Parties, LIN or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties Parties, LIN or their respective Affiliates. Notwithstanding the foregoing, none of the Seller Parties Parties, LIN or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties Parties, LIN or their respective Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller PartiesParties or LIN, the Seller Parties Parties, LIN or any of their respective Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties or LIN or its Affiliates under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 1912, 2014 (the “Confidentiality Agreement”), by and between among Media General, LIN and Buyer Guarantorthe Buyer.

Access to the Business. Upon (a) From and after the written request date of this Agreement until the earlier to occur of the BuyerClosing Date and the termination of this Agreement in accordance with Article IX, the upon at least two (2) Business Days’ prior notice and subject to applicable Law, Seller Parties shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, afford to the Buyer, its Affiliates and its officers, employees and authorized representatives of the Buyer agents, control persons, employees, consultants, professional advisers (including independent public accountantsattorneys, attorneys accountants and consultantsfinancial advisors) (“Representatives”) reasonable access during normal business hours, and upon reasonable prior notice, to all of the offices, properties, employees books, Contracts, commitments, records, officers and business and financial records of Employees concerning the Business to and the extent reasonably necessary for Buyer’s transition planning Purchased Assets and, during such period Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune to, furnish to the Buyer or its authorized representatives such additional all other information concerning the Business and the Purchased Assets as shall be Buyer may reasonably requested request; provided that Seller may restrict the foregoing access and the disclosure of information to the extent reasonably necessary for Buyer’s transition planning; providedthat, howeverin its good faith judgment, that the Seller Parties or their Affiliates shall not be required (i) any Law applicable to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties Seller, Tribune or any of their respective Affiliates are Subsidiaries requires it to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such information or document could result in discharging their the loss of attorney-client privilege or (iv) such access would unreasonably disrupt the operations of the Business. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. For the avoidance of doubt, subject to the terms of the Merger Agreement under which Seller shall reasonably request such access (and solely to the extent permitted by the Merger Agreement with respect to Employees of the Tribune Stations), Buyer shall have the right to contact any employee who would be a Transferred Employee to discuss compensation, employee benefits and other terms and conditions of employment after the Closing Date, and to make offers of employment contingent upon consummation of the Transactions. Without limiting the foregoing to the extent they have the right to grant such access, Seller shall, and shall cause its Subsidiaries to, and, with respect to the Tribune Business, to the extent permitted by the Merger Agreement, also shall use commercially reasonable efforts (including by seeking to enforce rights under the Merger Agreement) to cause Tribune to, permit Buyer and/or Representatives to conduct Phase I Environmental Site Assessments and environmental compliance audits of the Owned Real Property and properties subject to Real Property Leases, including (a) interviews of personnel with knowledge of compliance with Environmental Laws, and (b) a review of Environmental Permits and other records and documents relative to compliance with Environmental Laws. Any activities, contacts, or examinations conducted by Buyer and/or Representatives under this Section 5.5 shall be conducted at Buyer’s sole cost and expense and in such a manner as to (y) minimize any disruption of the applicable location’s operations and its relationships with its vendors and customers, and (z) protect applicable proprietary information. No Phase II Environmental Site Assessment or any other intrusive environmental sampling or study shall be performed prior to Closing at the Owned Real Property or properties subject to Real Property Leases by or on behalf of Buyer and Representatives without the prior express permission of Seller or, as applicable, Tribune. Notwithstanding the following, it is expressly understood and agreed that Seller’s obligations pursuant to this Section 5.1. The Buyer agrees that 5.5 are not conditions to the consummation of the Closing and any failure by Seller to remove any such access objectionable matter shall be conducted in such a manner as not to interfere unreasonably delay the Closing. Seller’s cooperation with the operations of Businessactivities, the Seller Parties contacts, or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the examinations conducted by Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties and/or Representatives under this Section 5.1 5.5 shall not be held deemed to satisfy or substitute for Seller’s disclosures of environmental matters in accordance with Section 3.16 of the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by Disclosure Schedule and between Media General, LIN Seller’s representations and Buyer Guarantorwarranties in Section 3.16.

Access to the Business. Upon The Seller hereby acknowledges that the written request Purchaser and its Representatives (collectively, the “Purchaser Group”) may continue their due diligence investigation of the Buyerbusiness, the Seller Parties shall use reasonable efforts to afford to the officers, employees operations and authorized representatives affairs of the Buyer (including independent public accountantsBusiness through and until the First Closing Date. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the officessales records (for 2004, properties2005, employees 2006 and business 2007 year-to-date), current personnel records, and Stores and other facilities of the Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial records statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the extent reasonably necessary for Buyer’s transition planning day following the date of this Agreement, subject to Sections 7.7 and shall furnish to the Buyer or 7.8 below, Purchaser and its authorized representatives such additional information concerning the Business as Representatives shall be reasonably requested allowed to the extent reasonably necessary for Buyer’s transition planningmake such environmental and other engineering investigations as Purchaser shall deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall give Seller Parties or their Affiliates reasonable prior written notice (which in any event shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or less than two (2) business days) before entering any of their respective Affiliates are subject in discharging their obligations the Real Property, and Seller may have a representative present during any and all examinations, inspections or studies on the Real Property. Purchaser shall bear the expense of such testing and shall immediately provide to Seller copies of any and all reports generated therefrom. The Purchaser and Seller hereby acknowledge and agree that any reports and/or other results obtained from any examinations conducted pursuant to this Section 5.1. The Buyer agrees that any such access Agreement shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the remain strictly confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with Sections 7.10, 8.3 and 11.1 herein, except to the Confidentiality extent that Seller or Purchaser has a reporting obligation with regard to any such matters. The Seller will immediately deliver to the Purchaser copies of all environmental reports, copies of all environmental related claims, inquiries or requests for information by third parties, and copies of all correspondence with environmental regulatory agencies regarding each Store in Seller’s possession. In conducting any investigation pursuant to this Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.Purchaser:

Access to the Business. Upon From the written request date hereof until the Closing, Seller shall (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Buyerproperties, the Seller Parties shall use reasonable efforts to afford assets, premises, books and records, Assigned Contracts and other documents and data related to the officersBusiness; (b) furnish Buyer and its Representatives with such financial, employees operating and authorized representatives of the Buyer (including independent public accountants, attorneys other data and consultants) reasonable access during normal business hours, and upon reasonable prior notice, information related to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be Buyer or any of its Representatives may reasonably requested request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the extent reasonably necessary for Buyer’s transition planningBusiness; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the operations conduct of Business, the Business or any other businesses of Seller Parties or their any of its Affiliates. Notwithstanding anything to the foregoingcontrary in this Agreement, none of the Seller Parties or their respective Affiliates shall not be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (ix) take cause significant competitive harm to Seller and its businesses, including the Business, if the Transactions are not consummated; (y) jeopardize any action which would constitute a waiver of attorney-client or other privilege privilege; or would compromise (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the confidential information date of this Agreement. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Seller Parties or their Affiliates not related preceding sentence apply. Prior to the Closing, without the prior written consent of Seller, Buyer shall not contact any suppliers to, or customers of, the Business. Buyer shall, (ii) supply and shall cause its Representatives to, abide by the Buyer with any information which, in the reasonable judgment terms of the Seller Parties, the Seller Parties Confidentiality Agreement with respect to any access or any of their Affiliates are under a contractual or legal obligation not information provided pursuant to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor5.3.