Common use of Access by Buyer Clause in Contracts

Access by Buyer. (a) Upon execution of this Agreement and until the Closing Date, Seller shall provide Buyer and its representatives, accountants, and counsel reasonable access during normal business hours and upon one Business Day's notice to Seller to the Branches, California Branch Employees, depository records, Loan files, books and records, and all other documents and other information relating to the California Business, the Purchased Assets, the Assumed Liabilities, and the Employees as Buyer may reasonably request; provided, however, that a representative of Seller shall be permitted to be present at all times, and provided further that with respect to information concerning California Branch Employees, Seller's sole obligation shall be to provide Buyer (prior to the Closing ) with information concerning the name, position, date of hire, and salary of the California Branch Employees and (at the Closing) with copies of personnel files and other individualized employee files and documents, which copies shall be the property of Buyer. Notwithstanding the foregoing, in no event shall Seller be required to provide (i) any information that is not available from Persons who are not Affiliates of Seller on commercially reasonable terms that Seller, in its sole discretion, deems proprietary, including Seller's "credit scoring" system or staffing models, (ii) any information that is protected by the attorney-client privilege, or (iii) its or any of its Affiliates' tax returns. (b) At a mutually agreed-upon time after the execution of this Agreement, Buyer will be permitted access to the Branches to evaluate communications and equipment requirements of the California Business and, at appropriate times, will be permitted to install equipment, data circuits, and other necessary and essential communications devices needed to convert the California Business into Buyer's operating platforms, provided that in taking these actions Buyer shall take commercially reasonable steps to insure that Buyer does not interfere with normal business activities and operations of the California Business. (c) To the extent commercially reasonable, Seller will cooperate with Buyer in introducing Buyer to those vendors of Seller whose services may be useful to Buyer in effectuating the transition of the California Business from Seller to Buyer or in providing services to Customers after the Closing Date.

Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, Seller shall make the Fola Operations and the Purchased Assets available to Buyer and its representatives for inspection and review in order to permit Buyer to perform its due diligence review, as follows: (a) Upon execution From and after the date hereof and up to and including two (2) Business Days prior to the Closing Date (or until earlier termination of this Agreement Agreement) but subject to the other provisions of this Section 6.6, and until the Closing Dateobtaining of any required consents from any Persons, Seller shall make the Records available to Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant to the terms of this Agreement. Seller shall have no obligation to provide Buyer and its representatives, accountantssuch access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and counsel reasonable access during normal business hours any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and upon one Business Day's notice to Seller to as otherwise contemplated in the BranchesConfidentiality Agreement dated January 25, California Branch Employees2016, depository records, Loan files, books by and records, betweeen Consol Energy Inc. and all other documents and other information relating to Buyer (the California Business, the Purchased Assets, the Assumed Liabilities, and the Employees as Buyer may reasonably request“Confidentiality Agreement”); provided, however, that a representative if the Closing occurs, such Confidentiality Agreement shall only remain in force and effect to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection of the Records and any additional information provided by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply with the provisions of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written request, an officer of Buyer will certify as to the destruction thereof; provided, however, Buyer shall be permitted entitled to be present at keep one copy of all timessuch Records, materials, notes and work papers solely for the purpose of, and provided further that with respect to information concerning California Branch Employees, Seller's sole obligation shall be to provide Buyer (prior to the Closing ) with information concerning the nameextent required for, position, date of hire, legal and salary of the California Branch Employees and (at the Closing) with copies of personnel files and other individualized employee files and documents, which copies shall be the property of Buyer. Notwithstanding the foregoing, in no event shall Seller be required to provide (i) any information that is not available from Persons who are not Affiliates of Seller on commercially reasonable terms that Seller, in its sole discretion, deems proprietary, including Seller's "credit scoring" system or staffing models, (ii) any information that is protected by the attorney-client privilege, or (iii) its or any of its Affiliates' tax returns.compliance purposes; and (b) At a mutually agreedSeller hereby consents to Buyer’s on-site, non-invasive inspections of the Purchased Assets, upon time after the execution of this Agreementadvance written notice to Seller and at Buyer’s sole risk and expense. During any such inspection, Buyer agrees not to interfere in any manner with the normal use of the Purchased Assets and agrees to comply with all Seller’s requirements and safety policies of which it has notice. If Buyer or any Person acting on its behalf prepares a written assessment of any Purchased Asset, Buyer shall, upon request of Seller, furnish a copy thereof to Seller. The Parties shall keep any such assessment confidential. Any and all on-site inspections conducted by Buyer pursuant to this Section 6.6 must comply with Seller’s third-party access policy, a copy of which will be permitted access to the Branches to evaluate communications and equipment requirements of the California Business and, at appropriate times, will be permitted to install equipment, data circuits, and other necessary and essential communications devices needed to convert the California Business into Buyer's operating platforms, provided that in taking these actions Buyer shall take commercially reasonable steps to insure that Buyer does not interfere with normal business activities and operations of the California Business. (c) To the extent commercially reasonable, Seller will cooperate with Buyer in introducing Buyer to those vendors of Seller whose services may be useful to Buyer in effectuating the transition advance of the California Business from such inspections upon request. In accordance with Section 10.2, Buyer agrees to indemnify, defend, and hold harmless (including reasonable attorneys’ fees) Seller Indemnified Parties with respect to Buyer or in providing services to Customers after the Closing Datesuch activities conducted under this Section 6.6.