Common use of Access and Reports Clause in Contracts

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (b) to disclose any privileged information of the Company or any of its Subsidiaries. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.6 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.6 6.5 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to Parent; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (bii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries. Notwithstanding Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the foregoing, any parties shall use their reasonable best efforts to cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.6 6.5 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.5 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable LawLaw and except as required to comply with any COVID-19 Measures, upon reasonable advance notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as Parent may reasonably be requestedrequest; provided provided, that no investigation pursuant to this Section 6.6 5.13 shall affect or be deemed to modify any representation or warranty made by the Company hereinin Article III; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (bii) to disclose any privileged information of the Company or any of Company; provided, further, that Parent and its Subsidiaries. Notwithstanding the foregoing, Representatives shall conduct any such investigation or consultation shall be conducted activities in such a manner as not to unreasonably interrupt or interfere unreasonably with the business or operations of the Company; provided, further, that for so long as any applicable COVID-19 Measures are in effect, the Company shall use commercially reasonable efforts to provide access under this Section 5.13 through virtual or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesother remote means. All requests for information made pursuant to this Section 6.6 5.13 shall be directed to the individual or other Person Persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employeesEmployees, properties, assets, books, contracts contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 6.8 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or the conditions to the obligations of the parties hereto under this Agreement; provided further and provided, further, that the foregoing shall not require the Company to (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (b) to disclose any privileged information of the Company or any of its Subsidiaries. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.6 6.8 shall be directed to the individual executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives “your Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.6 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to Parent; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (bii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries. Notwithstanding Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the foregoing, any parties shall use their reasonable best efforts to cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.6 6.4 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford ParentJAB’s officers and other authorized Representatives “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent JAB all information concerning its business, properties and personnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to JAB; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (bii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries. Notwithstanding Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the foregoing, any parties shall use their reasonable best efforts to cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives “Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to Parent; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (bii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries. Notwithstanding Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the foregoing, any parties shall use their commercially reasonable efforts to cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.

Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided provided, that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to Parent; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (bii) to disclose any privileged information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries. Notwithstanding Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that the foregoing, any parties shall use their commercially reasonable efforts to cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.