Common use of Access; Books and Records Clause in Contracts

Access; Books and Records. (a) Subject to the terms and conditions of this Agreement, each Recipient shall (i) make available on a timely basis to each Provider all information and materials reasonably requested by them to the extent necessary to enable them to provide the applicable Services to the Recipient and (ii) provide reasonable access, and use of its premises, systems, assets, facilities and personnel, in each case to the extent necessary for each Provider to provide the applicable Services to the Recipient. Notwithstanding the foregoing, no Recipient shall be required to provide access to or disclose information (A) without reasonable advance notice and in a manner so as not to interfere with the normal business operations of the Recipient, (B) that includes personnel records, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Recipient’s opinion is sensitive or the disclosure of which could subject Recipient or any of its respective Representatives to risk of Liability, (C) to a Third Party Service Provider if such Third Party Service Provider has not executed and delivered to Recipient a confidentiality and non-use agreement in form and substance reasonably acceptable to Recipient, (D) the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege, or (E) which constitutes proprietary or competitively sensitive information (provided, that, in the case of clauses (D) through (E), Recipient shall give notice to Provider of the fact that such documents or information are being withheld and thereafter Recipient shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). For all purposes of this Section 2.7, the “Services” shall include the operation or management of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) and the management of the Non-ECR Client Contracts pursuant to Section 2.1(e). (b) Each Provider and its Third Party Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by any Recipient or any of its Representatives in connection with this Agreement. No Provider, its Representatives or its Third Party Service Providers shall be liable for any impairment of any Service directly caused by their not receiving the information, materials or access required by this Section 2.7, either timely or at all, or by its receiving inaccurate or incomplete information on which it reasonably relied from any Recipient that is required or reasonably requested regarding such Service.

Access; Books and Records. (a) Subject From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), Seller shall, in each case subject to Applicable Law and the terms and conditions of this the Confidentiality Agreement, each Recipient shall (i) make available on give Buyer, its counsel, financial advisors, auditors and other authorized Representatives, who are bound by the Confidentiality Agreement, reasonable access during Working Hours to the offices and properties, and to copies of books and records, of the Business; (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized Representatives, who are bound by the Confidentiality Agreement, such financial and operating data in Seller’s or a timely basis to each Provider all information and materials reasonably requested by them Company Entity’s possession to the extent necessary to enable them to provide the applicable Services relating to the Recipient Business as such Persons may reasonably request (subject to the execution of customary work access letters if required by applicable accountants); and (iiiii) provide reasonable accessinstruct the employees, counsel and use financial advisors of Seller and the Company Entities to reasonably cooperate with Buyer in its premises, systems, assets, facilities and personnel, investigation of the Business in each case connection with the Transactions. Any investigation pursuant to this ‎Section 5.04 shall be conducted in such manner as not to interfere unreasonably with the extent necessary for each Provider to provide conduct of the applicable Services to the RecipientBusiness. Notwithstanding the foregoing, no Recipient (A) prior to the Closing, neither Seller nor its Affiliates (including the Company Entities) shall be required to provide or cause to be provided access to or disclose information or cause to be disclosed (Ax) without reasonable advance notice and in a manner so as not to interfere with the normal business operations personnel records of the Recipient, (B) that includes personnel records, including records employees relating to individual performance or evaluation records, medical histories, individual employee benefit information histories or other information which in Recipient’s opinion is sensitive (or portions thereof), to the extent that the disclosure of which could subject Recipient such information (or any of its respective Representatives to risk of Liabilityportion thereof) would, (C) to a Third Party Service Provider if such Third Party Service Provider has not executed and delivered to Recipient a confidentiality and non-use agreement in form and substance reasonably acceptable to RecipientSeller’s reasonable good faith determination, (D) the disclosure of which could violate Applicable Law or would reasonably be expected to, based on the advice of Seller’s legal counsel, subject Seller or its Affiliates to liability, or (y) other information (or portion thereof), to the extent access to or disclosure of such information (or portion thereof), would violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the a waiver of any legal attorney-client privilege held by Seller or work-product privilegeits Affiliates, violate any Applicable Law or contravene any confidentiality undertaking in effect between Seller and a third party; provided, that in each case, Seller shall, and shall cause its Representatives and Affiliates to use reasonable best efforts to identify and pursue a permissible method of providing to Buyer and its authorized Representatives (and if such a permissible method is identified and successfully pursued, shall use reasonable best efforts to afford Buyer and its authorized Representatives with such access, in accordance with such permissible method, to) the relevant information or documentation, or (E) which constitutes proprietary or competitively sensitive information (provided, thataccess to any portion thereof, in the case of clauses (D) through (E)each case, Recipient shall give notice to Provider of the fact that such documents or information are being withheld and thereafter Recipient shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violationresult in disclosure of sensitive information, disclosure liability, the violation of Applicable Law, violation or waiver of any attorney-client privilege held by Seller or reveal such information its Affiliates or contravention of any confidentiality undertaking in effect between Seller and a third party, and (B) prior to a competitor). For all purposes of this Section 2.7the Closing Date, the “Services” Buyer shall include the operation have no right to perform or management cause to be performed any invasive or subsurface investigations of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) and the management properties of the Non-ECR Client Contracts pursuant to Section 2.1(e)Company Entities or the Business, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental media. (b) Each Provider On and after the Closing Date, Buyer will, and will cause the Company Entities to maintain the books and records of the Business that are in the possession of the Company Entities upon the Closing, for a period of seven years from the Closing Date; provided, that if Buyer thereafter desires to destroy or dispose of such books and records, Buyer shall first provide written notice of such intended destruction or disposition to Seller no later than 30 days prior to the date of such intended destruction or disposition and offer Seller the opportunity to copy such books or records or to deliver to Seller, in each case, at S▇▇▇▇▇’s sole expense, custody of such books or records. At or following the Closing, for so long as Buyer or its Affiliates holds the applicable books and records pursuant to the first sentence of this Section 5.04(b), Buyer shall, and shall cause the Company Entities to, upon reasonable written notice and during Working Hours, afford to Seller, its Affiliates and its Third Party Service Providers and their respective Representatives, at Seller’s expense, reasonable access to (x) properties, copies of books and records of the Company Entities and the Business, in each case, relating to the period prior to Closing and (y) employees and auditors of the Business solely to the extent relating to the period prior to Closing, in each case to the extent necessary to permit Seller to perform or satisfy any legal, accounting or regulatory obligation relating to any period on or before the Closing Date or for any other bona fide and reasonable business purpose. Notwithstanding the foregoing, Buyer shall not be entitled required to rely upon provide access or disclose information to the genuinenessextent that such access or disclosure would jeopardize the attorney-client privilege or contravene any Applicable Law; provided, validity that in such case, Buyer shall, and shall cause the Company Entities to, use reasonable best efforts to afford Seller, its Affiliates or truthfulness of their respective Representatives access to such information or documentation, or access to any documentportion thereof, instrument in each case, in an alternative manner that would not reasonably be expected to jeopardize the attorney-client privilege or contravene any Applicable Law. (c) From the date hereof until the Closing Date, without Seller’s prior written consent, B▇▇▇▇ agrees that it is not authorized to and shall not, and shall cause its Affiliates and Representatives not to, contact any employees, independent contractors, customers, vendors, suppliers, or distributors of, or other writing presented third parties having business relationships with, the Company Entities or the Business (other than in the Ordinary Course of Business, consistent with past practice, of Buyer or its Affiliates, as applicable, where such contact does not relate to the Company Entities, the Business, this Agreement or any other Transaction Agreement, or the Transactions and is in any event conducted in compliance with the terms of the Confidentiality Agreement); provided, that, (A) subject to Section 5.04(b), Seller shall not unreasonably withhold or condition consent for Buyer, its Affiliates or its Representatives to have contact with vendors, suppliers, or distributors of the Company Entities or the Business solely to the extent necessary to seek any third party consents under any Contract entered into by the Company Entities or the Business and (B) Seller shall have the right to have Representatives present during any Recipient such contact. (d) To the extent not otherwise transferred to Buyer or the Company Entities (or otherwise in the possession of the Company Entities at and following the Closing), on and after the Closing Date, Seller agrees to maintain the books and records regarding the Business or Company Entities prior to the Closing that continue to be held by Seller or any of its Affiliates (other than the Company Entities) following the Closing in each case, to the extent held by them and existing on the Closing Date, for a period of seven years from the Closing Date; provided, that if Seller thereafter desires to destroy or dispose of such books and records, Seller shall first provide written notice of such intended destruction or disposition to Buyer no later than 30 days prior to the date of such intended destruction or disposition and offer Buyer the opportunity to copy such books or records or to deliver to Buyer, in each case, at B▇▇▇▇’s sole expense, custody of such books or records. At or following the Closing, for so long as Seller or any of its Affiliates (other than the Company Entities) holds the applicable books and records pursuant to the first sentence of this Section 5.04(d), Seller shall, and shall cause its applicable Affiliates to, upon reasonable written notice and during Working Hours, afford to Buyer, the Company Entities, and their respective Representatives, at Buyer’s expense, reasonable access to (x) properties, copies of books and records relating to Company Entities or the Business, in each case, relating to the period prior to Closing and (y) Retained Employees and any pre-Closing auditors of the Business solely to the extent relating to the period prior to Closing, in each case to the extent necessary to permit Buyer or the Company Entities to perform or satisfy any legal, accounting or regulatory obligation relating to any period on or before the Closing Date or for any other bona fide and reasonable business purpose. Notwithstanding the foregoing, Seller shall not be required to provide access or disclose information to the extent that such access or disclosure would jeopardize the attorney-client privilege or contravene any Applicable Law; provided, that in such case, Seller shall use reasonable best efforts to afford Buyer or Buyer’s Representatives access to such information or documentation, or access to any portion thereof, in connection each case, in an alternative manner that would not reasonably be expected to jeopardize the attorney-client privilege or contravene any Applicable Law. (e) For the avoidance of doubt, in the event of a conflict between this Section 5.04 and Section 7.13, the retention of and cooperation related to any books and records with this Agreement. No Provider, its Representatives or its Third Party Service Providers respect to Tax and accounting matters pertinent to the Company Entities shall be liable for any impairment of any Service directly caused governed by their not receiving the information, materials or access required by this Section 2.7, either timely or at all, or by its receiving inaccurate or incomplete information on which it reasonably relied from any Recipient that is required or reasonably requested regarding such Service7.13.

Access; Books and Records. (a) Subject to Except as may be prohibited by applicable Law, between the terms and conditions date of this AgreementAgreement and the Closing, each Recipient shall Parent shall, upon reasonable notice (i) make available on a timely basis afford Purchaser and its authorized Representatives reasonable access to each Provider all information Books and materials reasonably requested by them to the extent necessary to enable them to provide the applicable Services to the Recipient Records, Bank offices and facilities, as well as Bank management and employees, (ii) provide permit Purchaser to make reasonable accessinspections and to make copies at the Requesting Party’s expense of such Books and Records as it may require and (iii) furnish Purchaser with such Bank financial and operating data and other information which is as Purchaser may from time to time reasonably request; provided, however, that such access shall not unreasonably disrupt the business. For the avoidance of doubt, it is agreed that the provision of access under this Section 5.3 shall be solely for the purposes of transition planning and closing related matters, and use of its premises, systems, assets, facilities and personnel, in each case the Parent may limit such access to the extent necessary for each Provider to provide the applicable Services to the Recipientsuch matters. Notwithstanding the foregoing, no Recipient shall information obtained during such access may be required to provide access to or disclose information (A) without reasonable advance notice and in a manner so as not to interfere with the normal business operations of the Recipient, (B) that includes personnel records, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Recipient’s opinion is sensitive or the disclosure of which could subject Recipient or any of its respective Representatives to risk of Liability, (C) to a Third Party Service Provider if such Third Party Service Provider has not executed and delivered to Recipient a confidentiality and non-use agreement in form and substance reasonably acceptable to Recipient, (D) the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of used for any legal privilege or work-product privilegepurpose, or (E) which constitutes proprietary or competitively sensitive information (provided, that, in subject to the case of clauses (D) through (E), Recipient shall give notice to Provider of the fact that such documents or information are being withheld and thereafter Recipient shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). For all purposes terms of this Section 2.7, the “Services” shall include the operation or management of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) Agreement and the management of the Non-ECR Client Contracts pursuant to Section 2.1(e)Confidentiality Agreement. (b) Each Provider Purchaser and Parent shall preserve for a period of six years after the Closing Date (or such longer period as may be required by any Government Entity or ongoing claim) all Books and Records. After the Closing Date, where there is a legitimate purpose, the party hereto that has received a request for access (the “Requested Party”) shall provide the party hereto requesting access (the “Requesting Party”) with access, upon prior reasonable written request specifying the need therefor, during regular business hours, to the books of account and records of the Requested Party, but, in each case, only to the extent relating to the conduct of the Business or operation of the Bank and the Bank Subsidiary prior to the Closing Date, and the Requesting Party and its Third Party Service Providers Representatives shall have the right to make copies of such Books and Records; provided, however, that the foregoing right of access shall not be exercisable in such a manner as to interfere unreasonably with the normal operations and business of the Requested Party; and provided, further, that such information shall be entitled held by the Requesting Party in confidence to rely upon the genuinenessextent required by, validity or truthfulness of any documentand in accordance with, instrument or the Confidentiality Agreement. Such records may nevertheless be destroyed by either party if such party sends to the other writing presented by any Recipient or any party written notice of its Representatives in connection intent to destroy records, specifying with this Agreementparticularity the contents of the records to be destroyed. No Provider, its Representatives or its Third Party Service Providers shall Such records may then be liable for any impairment of any Service directly caused by their not destroyed after the 10th day after such notice is given unless the party receiving the informationnotice objects to the destruction, materials or access required by this Section 2.7in which case the party that provided the notice shall deliver, either timely or at allthe objecting party’s expense, or by its receiving inaccurate or incomplete information on which it reasonably relied from any Recipient that is required or reasonably requested regarding such Servicerecords to the objecting party.

Access; Books and Records. (a) Subject to From the terms and conditions date of this AgreementAgreement until the Closing, each Recipient shall (i) make available on a timely basis to each Provider all information and materials reasonably requested by them to or the extent necessary to enable them to provide earlier termination of this Agreement in accordance with ‎Article VII, the applicable Services to the Recipient and (ii) provide reasonable accessSeller will, and will cause its Affiliates to, and will use of its premises, systems, assets, facilities and personnel, in each case to the extent necessary for each Provider to provide the applicable Services to the Recipient. Notwithstanding the foregoing, no Recipient shall be required to provide access to or disclose information (A) without reasonable advance notice and in a manner so as not to interfere with the normal business operations of the Recipient, (B) that includes personnel records, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Recipient’s opinion is sensitive or the disclosure of which could subject Recipient or any of its respective Representatives to risk of Liability, (C) to a Third Party Service Provider if such Third Party Service Provider has not executed and delivered to Recipient a confidentiality and non-use agreement in form and substance reasonably acceptable to Recipient, (D) the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege, or (E) which constitutes proprietary or competitively sensitive information (provided, that, in the case of clauses (D) through (E), Recipient shall give notice to Provider of the fact that such documents or information are being withheld and thereafter Recipient shall use its commercially reasonable efforts to cause the Group Companies to, (i) permit the Buyer and its Representatives to have reasonable access (during normal business hours and upon reasonable notice) to the Representatives of the Seller and its Affiliates and to the premises, Projects, properties, contracts, relevant Books and Records that the Seller or any of its Affiliates has access to; provided, however, that any such documents access shall not unreasonably interfere with the normal operation of the business of the Seller, its Affiliates or informationthe Group Companies, as applicable, and (ii) request to Orsted that the Buyer and its Representatives be granted reasonable access (during normal business hours and upon reasonable notice) to Representatives of Orsted and its Affiliates and to premises, Projects, properties, contracts and relevant Books and Records that are held or maintained by Orsted, its Affiliates or any of the Group Companies, except, in each case, for (A) privileged attorney-client communications or attorney work product, (B) information or materials required to be kept confidential by applicable Legal Requirements, including as required by the Antitrust Laws and (C) information or materials that relate to the transactions contemplated hereby that are subject to the privileges described in the foregoing clause (a). The Buyer and its Representatives will not contact (other than in the ordinary course of business unrelated to the transactions) or discuss the transactions contemplated hereby with any of the Group Companies’ landlords, suppliers, vendors or other business partners without the prior written consent of the Seller, not to be unreasonably withheld, conditioned or delayed. The Parties acknowledge and agree that reasonable access with respect to Books and Records and contracts includes information, documents or material made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). For all purposes of this Section 2.7, the virtual “Services” shall include the operation or management of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) and the management of the Non-ECR Client Contracts pursuant to Section 2.1(e)data room”. (b) Each Provider and its Third Party Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by any Recipient or any of its Representatives in connection with this Agreement. No Provider, its Representatives or its Third Party Service Providers shall be liable for any impairment of any Service directly caused by their not receiving the information, materials or access required by this Section 2.7, either timely or at all, or by its receiving inaccurate or incomplete information on which it reasonably relied from any Recipient that is required or reasonably requested regarding such Service.