Common use of Access for Due Diligence Clause in Contracts

Access for Due Diligence. (1) The Vendors shall (i) permit the Purchaser and its employees, agents, counsel, accountants or other representatives, lenders, potential lenders and potential investors (collectively, the "PURCHASER'S REPRESENTATIVES") between the date hereof and the Closing, without undue interference to the ordinary conduct of the Business and accompanied by one or more of the Vendors or their representatives, to have reasonable access during normal business hours and upon reasonable notice to (a) the premises of the Corporation, (b) the Assets, including assets on lease, and review of the condition of those assets, including all environmental work safety issues, and, in particular to any information, including all Books and Records whether retained by the Vendors, the Corporation or otherwise, (c) all Contracts, and (d) the senior personnel of the Corporation, and (ii) furnish to the Purchaser and the Purchaser's Representatives such financial and operating data and other information with respect to the Assets and the Corporation as the Purchaser shall from time to time reasonably request. Copies of all written reports and studies prepared by or on behalf of the Purchaser in connection with its due diligence investigations shall, upon prior reasonable request by the Vendors to the Purchaser or the Purchaser's Representatives, be delivered to the Vendors within a reasonable time after the delivery of such written reports and studies, if any, to the Purchaser or the Purchaser's Representatives. (2) No investigations made by or on behalf of the Purchaser, whether under this Section 5.2 or any other provision of this Agreement or any Ancillary Agreement, shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement. (3) On or prior to the date that is two (2) Business Days prior to the expiry of the Preliminary Due Diligence Period, the Vendors shall deliver to the Purchaser a true and correct list setting forth the ten (10) largest customers and the ten (10) largest suppliers of the Corporation by dollar amount for the most recently completed fiscal year of the Corporation. Such list shall be accompanied by a representation and warranty from the Vendors that, save and except as otherwise expressly contemplated in this Agreement, they have no reason to believe that the benefits of any relationship with any of the major customers or suppliers of the Corporation will not continue after the Closing Date in substantially the same manner as prior to the date of this Agreement.

Access for Due Diligence. (1a) The Vendors ICT Holdco shall use its reasonable commercial efforts to the extent practical to cause the ICT Parties and each of their respective employees, counsel, accountants or other representatives to: (i) permit the Purchaser North Sur and its employees, agents, counsel, accountants or other representatives, lenders, potential lenders and potential investors (collectively, during the "PURCHASER'S REPRESENTATIVES") between the date hereof and the ClosingInterim Period, without undue interference to the ordinary conduct of the Business and accompanied by one or more of the Vendors or their representativesICT Business, to have reasonable access during normal business hours and upon reasonable notice to (a) the premises of the CorporationICT Parties, (b) the Assets, including assets on lease, and review of the condition of those assets, including all environmental work safety issues, ICT Assets and, in particular to any information, including all the ICT Books and Records Records, whether retained by the Vendors, the Corporation ICT Parties or otherwise; Contracts and documents relating to the ICT Parties and the business of the ICT Parties, (c) all Contracts, in each case whether retained by ICT Holdco or otherwise and (d) to the senior personnel of the Corporation, and ICT Parties; and (ii) furnish to the Purchaser and the Purchaser's Representatives North Sur or its employees, counsel, accountants or other representatives such financial and operating data and other information with respect to the Assets and ICT Assets, the Corporation ICT Business, the ICT Parties as the Purchaser North Sur shall from time to time reasonably request. Copies of all written reports and studies prepared by or on behalf of the Purchaser in connection with its due diligence investigations shall, upon prior reasonable request by the Vendors to the Purchaser or the Purchaser's Representatives, be delivered to the Vendors within a reasonable time after the delivery of such written reports and studies, if any, to the Purchaser or the Purchaser's Representatives. (2b) North Sur shall: (i) permit ICT Holdco and its employees, counsel accountants or other representatives, during the Interim Period, without undue interference to the ordinary conduct of North Sur’s business, to have reasonable access during normal business hours and upon reasonable notice to all of North Sur’s Assets, the North Sur Books and Records, Contracts and documents relating to North Sur and the business of North Sur, in each case whether retained by North Sur or otherwise and to the senior personnel of North Sur; and (ii) furnish to ICT Holdco or its employees, counsel, accountants or other representatives such financial and operating data and other information with respect to the North Sur Assets and business of North Sur as ICT Holdco shall from time to time reasonably request. (c) No investigations made by or on behalf of the PurchaserNorth Sur or ICT Holdco, whether under this Section 5.2 4.2 or any other provision of this Agreement or any Ancillary Agreement, shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement. (3d) On Each of the Parties acknowledges that all information provided by one Party to another Party (a “Recipient”) is confidential, agrees that such information shall not be used other than in furtherance of the purpose of this Agreement and the Transaction and that until the Closing and in the event of termination of this Agreement without Closing, each of the Parties shall keep such information confidential and shall not use such information for any improper purpose or prior disclose to any other Person any information obtained from another Party (the “Discloser”) or its agents and representatives, unless such information: (i) is or becomes generally available to the date that is two (2) Business Days prior to the expiry public other than as a result of the Preliminary Due Diligence Period, the Vendors shall deliver to the Purchaser a true and correct list setting forth the ten (10) largest customers and the ten (10) largest suppliers of the Corporation by dollar amount for the most recently completed fiscal year of the Corporation. Such list shall be accompanied by a representation and warranty from the Vendors that, save and except as otherwise expressly contemplated disclosure in this Agreement, they have no reason to believe that the benefits of any relationship with any of the major customers or suppliers of the Corporation will not continue after the Closing Date in substantially the same manner as prior to the date violation of this Agreement; (ii) becomes available to the Recipient on a non-confidential basis from a source other than the Discloser or its agents or representatives, unless the Recipient knows that such source is prohibited from disclosing the information to the Recipient by a contractual, fiduciary or other legal obligation; or (iii) was known to the Recipient on a non-confidential basis before its disclosure to the Recipient by the Discloser or its agents or representatives. (e) In the event the Recipient is required by Applicable Law to disclose any confidential information, the Recipient shall, to the extent not prohibited by Applicable Law, provide the Discloser with prompt notice of such requirements so that the Discloser may seek a protective Order or other appropriate remedy or waive compliance with the provisions of this Section 4.2(e) and shall assist the Discloser however practicable in connection with the same. (f) Subject to the next sentence, if this Agreement is terminated, promptly after such termination the Recipient shall return or cause to be returned or destroyed (and certify the destruction) all documents, work papers and other material (whether in written, printed or electronic form and including all copies) obtained from the Discloser or its agents and representatives in connection with this Agreement and not previously made public together with all derivative materials prepared or created by the Recipient. The Recipient may retain one copy of all such documents, work papers and other materials in a sealed envelope left with its solicitors, which sealed envelope is not to be opened except in circumstances where this Agreement is the subject of litigation or otherwise with the consent of the Discloser.