Common use of Access for Investigation Clause in Contracts

Access for Investigation. (a) Subject to and in compliance with Applicable Law, including the Competition Act, and the Confidentiality Agreement during the Interim Period, MDS shall permit Buyer and its Representatives to have access during normal business hours to the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, the Replacement Contracts and the Migrating Assets, in each case, once acquired, and the Books and Records over which it or an Operator exercises control on condition that no Person given access interferes with the ordinary conduct of the Diagnostics Business by MDS or any Operator and MDS shall furnish to Buyer such operating data and other information with respect to the Diagnostics Business, the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, to the extent related to the Diagnostics Business, the Replacement Contracts and the Migrating Assets in the possession or control of MDS as Buyer shall from time to time reasonably request. MDS agrees that Buyer may conduct such environmental investigations and tests on the Real Property included in the Purchased Assets as Buyer, acting reasonably, considers necessary, at Buyer’s expense and provided that no damage is caused to such Real Property and the condition of the Real Property is restored substantially to its pre-investigation condition and that such investigations and tests do not interfere with the ordinary conduct of the Diagnostics Business. Buyer shall indemnify and hold harmless MDS and the Operators of and from and against all actions, causes of actions, suits, claims, demands, damages, losses, costs or expenses suffered or incurred by any of them to the extent Buyer does not comply with the foregoing obligations with respect to the conduct of any such investigations and tests. Buyer shall forthwith provide to MDS a copy of the results of such investigations and tests and shall not disclose and shall cause any Person who prepared a report based on such investigations and tests not to disclose, any information relating to such investigations and tests or contained in any such report to any Person unless compelled to do so by Applicable Law. Except as set forth in this Agreement, the exercise of any rights of access or inspection by or on behalf of Buyer under this Section 5.1.6 will not affect or mitigate the covenants, representations and warranties of MDS in this Agreement which will continue in full force and effect as provided in this Agreement. (b) Subject to the terms of the Confidentiality Agreement and Section 5.1.4, both prior to the Closing Date and, if the sale and purchase of the Purchased Assets hereunder fails to occur for whatever reason, thereafter Buyer will not disclose to anyone or use for its own or for any purpose other than the purpose contemplated by this Agreement any confidential information concerning MDS or an Operator or the Diagnostics Business obtained by Buyer pursuant hereto, will hold all such information in the strictest confidence and, if the sale and purchase of the Purchased Assets hereunder fails to occur for whatever reason, will return to MDS or, at the request of MDS, destroy all documents, records and all other information or data relating to MDS or the Operators or to the Diagnostics Business which Buyer obtained pursuant to this Agreement. (c) From and after the Closing Date, Sellers will not disclose to anyone or use for any purpose any confidential information concerning the Purchased Assets, the Replacement Contracts, the Migrating Assets or the Diagnostics Business purchased by Buyer pursuant to this Agreement and will hold all such information in the strictest confidence, in each case, except, upon prior notice to Buyer, to defend any claim or other proceeding as contemplated in Section 7.2, the filing of Tax Returns or dealing with any other matters contemplated in Section 7.4 or 7.5, or as required by Applicable Law.

Access for Investigation. (a) Subject to and in compliance with Applicable Law, including the Competition Act, and the Confidentiality Agreement during During the Interim Period, MDS shall the Vendor will permit Buyer the Purchaser and its Representatives employees, agents, counsel, accountants and other representatives to have access during normal business hours to the Purchased Assets, such portions premises of the Shared Contracts as relate Vendor, and to all Books and Records and will furnish to the Diagnostics Business, the Replacement Contracts and the Migrating Assets, Purchaser any information included in each case, once acquired, and the Books and Records over which it or an Operator exercises control on condition that no Person given access interferes with as the ordinary conduct of the Diagnostics Business by MDS or any Operator and MDS shall furnish to Buyer such operating data and other information with respect to the Diagnostics Business, the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, to the extent related to the Diagnostics Business, the Replacement Contracts and the Migrating Assets in the possession or control of MDS as Buyer shall Purchaser may from time to time reasonably request. MDS agrees that Buyer may conduct such environmental investigations request to enable it to make a full and tests on complete investigation of the Real Property included in Business and the Purchased Assets as BuyerAssets, acting reasonably, considers necessary, at Buyer’s expense and provided that no damage is caused to such Real Property and the condition of Vendor will instruct its officers, employees, solicitors, accountants and other advisors to cooperate fully with and assist the Real Property is restored substantially Purchaser in that investigation. Notwithstanding the foregoing, the Vendor shall not be required to provide any personnel records or other records relating to its pre-Employees to the Purchaser prior to the Closing Date, and the above referenced access and investigation condition and that such investigations and tests do shall not unduly interfere with the ordinary conduct operation of the Diagnostics Business. Buyer shall indemnify and hold harmless MDS and the Operators of and from and against all actions, causes of actions, suits, claims, demands, damages, losses, costs or expenses suffered or incurred by any of them to the extent Buyer does not comply with the foregoing obligations with respect to the conduct of any such investigations and tests. Buyer shall forthwith provide to MDS a copy of the results of such investigations and tests and shall not disclose and shall cause any Person who prepared a report based on such investigations and tests not to disclose, any information relating to such investigations and tests or contained in any such report to any Person unless compelled to do so by Applicable Law. Except as set forth in this Agreement, the exercise of any rights of access or inspection by or on behalf of Buyer under this Section 5.1.6 will not affect or mitigate the covenants, representations and warranties of MDS in this Agreement which will continue in full force and effect as provided in this AgreementVendor’s business. (b) Subject Until the Closing Date, in the event that the Purchaser desires to investigate the Vendor’s operations, the Purchaser and the Vendor shall, acting reasonably, agree on the date and time of such investigation and the scheduling of any meetings with the Vendor’s personnel and shall cause its personnel to cooperate with the Purchaser in connection with its reasonable investigations and information requests, provided that any such visits shall not cause any undue interruption to the terms operation and conduct of the Confidentiality Agreement Business. The Purchaser covenants and Section 5.1.4agrees with the Vendor that it will not request, both prior to the Closing Date anddirectly or indirectly, if the sale and purchase physical inspection of the Purchased Assets hereunder fails to occur for whatever reason, thereafter Buyer will not disclose to anyone or use for its own or for any purpose other than Vendor’s operation by governmental Authorities without the purpose contemplated by this Agreement any confidential information concerning MDS or an Operator or the Diagnostics Business obtained by Buyer pursuant hereto, will hold all such information in the strictest confidence and, if the sale and purchase consent of the Purchased Assets hereunder fails to occur for whatever reason, will return to MDS or, at the request of MDS, destroy all documents, records and all other information or data relating to MDS or the Operators or to the Diagnostics Business which Buyer obtained pursuant to this AgreementVendor. (c) From and after If in the Closing Date, Sellers will not disclose to anyone or use for any purpose any confidential information concerning course of the Purchased AssetsPurchaser’s investigations of the Vendor’s operations during the Interim Period, the Replacement ContractsPurchaser reasonably apprehends a breach of a representation or warranty by the Vendor, the Migrating Assets Purchaser shall notify the Vendor and the Vendor shall use it best efforts to resolve such breach or the Diagnostics Business purchased mitigate any damages or negative effects caused by Buyer pursuant to this Agreement and will hold all such information in the strictest confidence, in each case, except, upon prior notice to Buyer, to defend any claim or other proceeding as contemplated in Section 7.2, the filing of Tax Returns or dealing with any other matters contemplated in Section 7.4 or 7.5, or as required by Applicable Lawbreach.

Access for Investigation. (a) Subject to and in compliance with Applicable Law, including the Competition Act, and the Confidentiality Agreement during the Interim Period, MDS shall permit Buyer and its Representatives to have access during normal business hours to the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, the Replacement Contracts and the Migrating Assets, in each caseContracts, once acquired, and the Other Assets and Books and Records over which it or an Operator exercises control on condition that no Person given access interferes with the ordinary conduct of the Diagnostics Business by MDS or any Operator Operator, and MDS shall furnish to Buyer such operating data and other information with respect to the Diagnostics Business, the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, to the extent related to the Diagnostics Business, the Replacement Contracts and the Migrating Other Assets in the possession or control of MDS as Buyer shall from time to time reasonably request. MDS agrees that Buyer may conduct such environmental investigations and tests on the Real Property included in the Purchased Assets or Other Assets as Buyer, acting reasonably, considers necessary, at Buyer’s expense and provided that no damage is caused to such Real Property and the condition of the Real Property is restored substantially to its pre-investigation condition and that such investigations and tests do not interfere with the ordinary conduct of the Diagnostics Business. Buyer shall indemnify and hold harmless MDS and the Operators of and from and against all actions, causes of actions, suits, claims, demands, damages, losses, costs or expenses suffered or incurred by any of them to the extent Buyer does not comply with the foregoing obligations with respect to the conduct of any such investigations and tests. Buyer shall forthwith provide to MDS a copy of the results of such investigations and tests and shall not disclose and shall cause any Person who prepared a report based on such investigations and tests not to disclose, any information relating to such investigations and tests or contained in any such report to any Person unless compelled to do so by Applicable Law. Except as set forth in this Agreement, the exercise of any rights of access or inspection by or on behalf of Buyer under this Section Subsection 5.1.6 will not affect or mitigate the covenants, representations and warranties of MDS in this Agreement which will continue in full force and effect as provided in this Agreement. (b) Subject to the terms of the Confidentiality Agreement and Section Subsection 5.1.4, both prior to the BC Closing Date and, if the sale and purchase of the Purchased Assets hereunder fails to occur for whatever reason, thereafter Buyer will not disclose to anyone or use for its own or for any purpose other than the purpose contemplated by this Agreement any confidential information concerning MDS or an Operator or the Diagnostics Business obtained by Buyer pursuant hereto, will hold all such information in the strictest confidence and, if the sale and purchase of the Purchased Assets hereunder fails to occur for whatever reason, will return to MDS or, at the request of MDS, destroy all documents, records and all other information or data relating to MDS or the Operators or to the Diagnostics Business which Buyer obtained pursuant to this Agreement. (c) From and after the BC Closing Date, Sellers neither MDS nor ▇▇▇▇▇▇ ▇▇ will not disclose to anyone or use for any purpose any confidential information concerning the Purchased Assets, the Replacement Contracts, the Migrating ▇▇▇ Assets or the Diagnostics Business purchased by Buyer pursuant to this Agreement and will hold all such information in the strictest confidence, in each case, case except, upon prior notice to Buyer, to defend any claim or other proceeding as contemplated in Section 7.2, the filing of Tax Returns or dealing with any other matters contemplated in Section 7.4 or 7.5, or as required by Applicable Law.