Common use of Access of Purchaser Clause in Contracts

Access of Purchaser. (a) During the Interim Period, Sellers shall cause each Company to provide Purchaser and its Representatives with reasonable access to the Facilities and the officers and management employees of such Company and, from and after September 1, 2010, suitable office space for not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business or operations of such Company, provided that such Company shall have the right to (i) have a Representative present for any communication with employees or officers of such Company or its contractors and (ii) impose reasonable restrictions and requirements for safety or operational purposes, provided further that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to contact any of either Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies or the Facilities, without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closing, Sellers shall be entitled to retain copies of all books and records relating to its ownership and/or operation of the Companies and its businesses, subject to the terms of the confidentiality agreements entered into between Sellers and Purchaser. (b) Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any other Person arising out of the access rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such Persons.

Access of Purchaser. (a) During the Interim PeriodPeriod for each Acquired Companies Acquisition, Sellers shall Seller will provide, and will cause each Company the applicable Acquired Companies to provide provide, Purchaser and its Representatives with reasonable access access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Facilities such Acquired Companies and the officers and management employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Company andAcquired Companies, from and after September 1, 2010, suitable office space for but only to the extent that such access does not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business of Seller and its Affiliates or operations the Business of such CompanyAcquired Companies, provided and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of such Company Seller or its contractors Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Any access or operational purposes, provided further that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide disclosure to Purchaser pursuant to the foregoing shall be subject to such access or allow by reason disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of applicable Lawany attorney-client, which constitutes work product or allows access to information protected by attorney/client similar privilege, (y) not being of confidential information concerning the activities of Seller or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of its Affiliates (other than such third party Acquired Companies) that is unrelated to such inspection or disclosure. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to contact any of either Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Acquired Companies or the FacilitiesBusiness of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closingenergy price curves or projections, Sellers shall be entitled to retain copies of all books and records relating to its ownership and/or operation of the Companies and its businesses, subject to the terms of the confidentiality agreements entered into between Sellers and Purchaseror other economic predictive models. (b) During the Interim Period for each Acquired Companies Acquisition, in no event shall Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other Person vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting or with respect to any such communication consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such Persons7.2.

Access of Purchaser. (a) During the Interim Period, Sellers shall Seller will provide, and will cause each Company the Acquired Companies to provide provide, Purchaser and its Representatives with reasonable access access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Facilities Acquired Companies and the officers and management employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more Acquired Companies, but only to the extent that such Company and, from and after September 1, 2010, suitable office space for access does not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business of Seller and its Affiliates or operations of such Companythe Business, provided and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property, the Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of such Company Seller or its contractors Affiliates and (ii) impose reasonable restrictions and requirements for safety or operational purposes, provided further that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide Any access/disclosure to Purchaser or allow by reason pursuant to the foregoing shall be subject to such access/disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of applicable Law, which constitutes or allows access to information protected by any attorney/client client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or which Sellers or its Affiliates (other than the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything Acquired Companies) that is unrelated to the contrary contained herein, Purchaser shall not be permitted to contact any of either Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Acquired Companies or the FacilitiesBusiness, without receiving prior written authorization from Sellers; provided that the foregoing is or (z) not intended being of proprietary models of Seller or any of its Affiliates pertaining to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closingenergy project evaluation, Sellers shall be entitled to retain copies of all books and records relating to its ownership and/or operation of the Companies and its businessesenergy price curves or projections, subject to the terms of the confidentiality agreements entered into between Sellers and Purchaseror other economic predictive models. (b) During the Interim Period, in no event shall Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other Person vendors or customers of any Acquired Company, or any Representatives of any Governmental Authority, regarding the Business or any Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such Persons7.2.

Access of Purchaser. (a) During Seller covenants that, during the Interim Period, Sellers shall cause each Company to Seller will provide Purchaser and its Representatives with reasonable access access, upon reasonable prior notice and during normal business hours, to the Facilities Project, all Contracts to which Seller is a party related to the Project or the Business or by which the Purchased Assets are bound, all Books and Records, including all environmental records, permits, and compliance audits relating to the Business or the Project, and the officers and management employees of Seller or its Affiliates who have significant responsibility for Seller, but only to the extent that such Company and, from and after September 1, 2010, suitable office space for access does not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business or operations Business of Seller and that such Company, access is reasonably related to the Purchaser's obligations and rights hereunder; provided that such Company Seller shall have the right to (i) have a Representative of Seller present for any communication with employees or officers of such Company Seller or its contractors and Affiliates an d (ii) impose reasonable restrictions and requirements upon Purchaser and its Representatives for safety or operational purposes. Purchaser shall be entitled, provided further that neither Purchaser nor at its Representatives shall collect or analyze any environmental samples sole cost and expense, to have the Real Property surveyed and to conduct physical inspections (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without invasive testing procedures) of the Real Property. Purchaser shall provide Seller with not less than five (5) Business Days prior written authorization notice of Sellersthe date and time on which any such entry upon the Real Property is proposed to occur. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide Promptly upon completion of any information or allow any inspection which they reasonably believe they may not provide to Purchaser or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything to the contrary contained hereinentry, Purchaser shall not be permitted to contact shall, at its sole cost and expense, repair any of either Company’s vendors, customers or suppliers, or and all damage caused by such entry and restore any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies or the Facilities, without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closing, Sellers shall be entitled to retain copies of all books affected Real Property and records relating any other affected property to its ownership and/or operation of the Companies and its businesses, subject original condition. Purchaser hereby agrees to the terms of the confidentiality agreements entered into between Sellers and Purchaser. (b) Purchaser shall indemnify, defend and hold harmless Sellers Seller and their its Representatives and Affiliates from and against any and all Losses incurred by SellersLosses, their Representatives whether or any other Person not involving a third-party Claim, resulting from or arising out of or in connection with any entry upon the access rights under this Section 6.01, including any Claims Real Property by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator Purchaser or any of their respective Representatives or its Affiliates or any employee of its or their respective Representatives, agents, contractors or subcontractors pursuant to this Section 6.2. The provisions of this Section 6.2 shall apply to the access and inspection by Purchaser of any and all portions of the Real Property leased by Seller to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ d/b/a ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Farms under the ▇▇▇▇▇▇ Farms Lease. In addition to complying with the notice, repair and other provisions of this Section, Purchaser shall comply with any and all additional requirements set forth in the ▇▇▇▇▇▇ Farms Lease, and any access and inspection by Purchaser to the portions of the Real Property leased under the ▇▇▇▇▇▇ Farms Lease shall be subject to the rights of the tenant under such Personslease. Without limiting the foregoing, Seller shall take all actions that are reasonably necessary and appropriate to assist Purchaser in gaining access to and inspecting such portions of the Real Property in accordance with the terms and conditions of this Section.

Access of Purchaser. (a) During the Interim PeriodPeriod for each Acquired Companies Acquisition, Sellers shall Seller will provide, and will cause each Company the applicable Acquired Companies to provide provide, Purchaser and its Representatives with reasonable access access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to the Facilities such Acquired Companies and the officers and management employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Company andAcquired Companies, from and after September 1, 2010, suitable office space for but only to the extent that such access does not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business of Seller and its Affiliates or operations the Business of such CompanyAcquired Companies, provided and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of such Company Seller or its contractors Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Any access or operational purposes, provided further that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide disclosure to Purchaser pursuant to the foregoing shall be subject to such access or allow by reason disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of applicable Lawany attorney- client, which constitutes work product or allows access to information protected by attorney/client similar privilege, (y) not being of confidential information concerning the activities of Seller or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of its Affiliates (other than such third party Acquired Companies) that is unrelated to such inspection or disclosure. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to contact any of either Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Acquired Companies or the FacilitiesBusiness of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closingenergy price curves or projections, Sellers shall be entitled to retain copies of all books and records relating to its ownership and/or operation of the Companies and its businesses, subject to the terms of the confidentiality agreements entered into between Sellers and Purchaseror other economic predictive models. (b) During the Interim Period for each Acquired Companies Acquisition, in no event shall Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other Person vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired Company without the prior consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed). At any such meeting or with respect to any such communication consented to by Seller, a Representative of Seller shall be entitled to participate therein. (c) Purchaser assumes any and all risks of loss associated with or arising out of the access and other rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such Persons7.2.

Access of Purchaser. (a) During Seller covenants that, during the Interim Period, Sellers shall cause each Company to Seller will provide Purchaser and its Representatives with reasonable access access, upon reasonable prior notice and during normal business hours, to the Facilities Project, all Contracts to which Seller is a party related to the Project or the Business or by which the Purchased Assets are bound, all Books and Records, including all environmental records, permits, and compliance audits relating to the Business or the Project, and the officers and management employees of Seller or its Affiliates who have significant responsibility for Seller, but only to the extent that such Company and, from and after September 1, 2010, suitable office space for access does not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business or operations Business of Seller and that such Company, access is reasonably related to the Purchaser's obligations and rights hereunder; provided that such Company Seller shall have the right to (i) have a Representative of Seller present for any communication with employees or officers of such Company Seller or its contractors Affiliates and (ii) impose reasonable restrictions and requirements upon Purchaser and its Representatives for safety or operational purposes. Purchaser shall be entitled, provided further that neither Purchaser nor at its Representatives shall collect or analyze any environmental samples sole cost and expense, to have the Real Property surveyed and to conduct physical inspections (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without invasive testing procedures) of the Real Property. Purchaser shall provide Seller with not less than five (5) Business Days prior written authorization notice of Sellersthe date and time on which any such entry upon the Real Property is proposed to occur. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide Promptly upon completion of any information or allow any inspection which they reasonably believe they may not provide to Purchaser or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything to the contrary contained hereinentry, Purchaser shall not be permitted to contact shall, at its sole cost and expense, repair any of either Company’s vendors, customers or suppliers, or and all damage caused by such entry and restore any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies or the Facilities, without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closing, Sellers shall be entitled to retain copies of all books affected Real Property and records relating any other affected property to its ownership and/or operation of the Companies and its businesses, subject original condition. Purchaser hereby agrees to the terms of the confidentiality agreements entered into between Sellers and Purchaser. (b) Purchaser shall indemnify, defend and hold harmless Sellers Seller and their its Representatives and Affiliates from and against any and all Losses incurred by SellersLosses, their Representatives whether or any other Person not involving a third-party Claim, resulting from or arising out of or in connection with any entry upon the access rights under this Section 6.01, including any Claims Real Property by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator Purchaser or any of their respective Representatives or its Affiliates or any employee of any of such Personsits or their respective Representatives, agents, contractors or subcontractors pursuant to this SECTION 6.

Access of Purchaser. (a) During the Interim Period, Sellers shall cause each Company to provide Purchaser and its Representatives with reasonable access during normal business hours to the Facilities and the officers and management employees of such Company and, from and after September 1, 2010, suitable office space for not more than one Representative of Purchaser at each Facility for purposes of observing the operations of the Facilities and facilitating the transition of ownership, in such a manner so as not to unreasonably interfere with the business or operations of such Company; provided, provided however, that such Company shall have the right to (i) have a Representative present for any communication with employees or officers of such Company or its contractors and contractors, (ii) impose reasonable restrictions and requirements for safety or operational purposespurposes and (iii) upon reasonable request, provided further allow Purchaser reasonable access to the Facilities to permit the Purchaser to install (in a manner that does not impact in any material respect the operations or maintenance of the Facilities prior to Closing) telemetry equipment necessary to allow the Purchaser to schedule after Closing sales of electric energy and ancillary services from the Facilities; provided, further, that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser or allow Purchaser to conduct by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if so long as the Sellers or the Companies have notified Purchaser of such confidentiality requirement and used their commercially reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosurea waiver thereof. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to contact any of either Company’s the Companies’ vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, Period regarding Sellersany matter relating to the Companies, the Companies Facilities or the Facilities, transactions contemplated hereby without receiving prior written authorization from Sellers; provided that the foregoing is not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreement. Following the Closing, Sellers shall be entitled to retain copies of all books and records relating to its their ownership and/or operation of the Companies and its their businesses, subject to the terms of the confidentiality agreements entered into between Sellers and Purchaser. (b) Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all Losses incurred by Sellers, their Representatives or any other Person arising out of the access and installation rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such Persons.

Access of Purchaser. (a) During the Interim Period, Sellers shall cause each the Company to (i) provide Purchaser and its Representatives with reasonable access during normal business hours to the Facility and the officers and management employees of the Company; and (ii) use commercially reasonable efforts to provide Purchaser and its Representatives with reasonable access during normal business hours to the Facilities and the officers and management employees of such Company andthe Operator and to the employees of General Electric International, from and after September 1, 2010, suitable office space Inc. who are responsible for not more than one Representative of Purchaser at each Facility for purposes of observing the operations managing performance of the Facilities and facilitating the transition of ownershipLTSA, in each case in such a manner so as not to unreasonably interfere with the business or operations of such the Company; provided, provided however, that such the Company shall have the right to (iy) have a Representative present for any communication with employees or officers of such the Company or its contractors and (iiz) impose reasonable restrictions and requirements for safety or operational purposes; provided, provided further further, that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies Company shall not be required to provide any information or allow any inspection which they reasonably believe they may not provide to Purchaser or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Sellers or the Companies Company are required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Sellers or the Companies Company have used reasonable commercial efforts to obtain the consent of such third party to such inspection or disclosure. Notwithstanding anything to the contrary contained herein, Purchaser shall not be permitted to contact any of either the Company’s vendors, customers (other than OMPA and GRDA) or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies or the Facilities, Period without receiving prior written authorization from Sellers; provided that the foregoing is , which authorization shall not intended to prohibit Purchaser from contacting those Governmental Authorities from whom it must obtain regulatory approval regarding the transactions contemplated by this Agreementbe unreasonably withheld. Following the Closing, Sellers shall be entitled to retain copies of all books and records relating to its their ownership and/or operation of the Companies Company and its businesses, subject to the terms of the confidentiality agreements Confidentiality Agreement entered into between Sellers and Purchaseramong the Parties dated November 9, 2007. (b) Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against any and all Losses incurred by Sellers, their Representatives or any other Person arising out of the access rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or Losses while present at the Facilities, to the extent that such Losses do not result from or arise out of the gross negligence or willful misconduct of either of the Sellers or either of the Companies or the Operator or any of their respective Representatives or Affiliates or any employee of any of such PersonsFacility.