Common use of Access to Information and Facilities Clause in Contracts

Access to Information and Facilities. From the date hereof until the Closing Date, the Company will afford the officers, employees, representatives, consultants, financing sources and agents of Purchaser full and complete access to any and all premises, properties, contracts, books, records, employees, representatives, consultants, Tax Returns and affairs of the Company (including, without limitation, access to properties in order to conduct environmental audits and reviews and access to all documents maintained or required to be maintained by the FDA and other United States, foreign, state and/or local agencies) and will cause its officers to furnish any and all financial, technical and operating data and other information pertaining to the Company (including any and all information relating to Intellectual Property), as Purchaser shall from time to time reasonably request in order to conduct operational and organizational reviews, strategic and tactical planning, due diligence and environmental audits and reviews, all in a manner that will not unnecessarily or unreasonably disrupt the Company's operations. To the extent commercially reasonable, Purchaser will confine its investigation, requests and presence on the Company's property to normal business hours. The Company shall also make available to Purchaser's transition structuring team of employees, consultants and advisors reasonable working space at its facilities. The Semlers shall direct the Company's officers, employees, representatives, consultants and agents to furnish any and all financial, technical and operational data and other information (including any and all information relating to Intellectual Property) relating to the Company, as Purchaser shall reasonably request in connection with the foregoing activities, the transactions contemplated hereby and Purchaser's anticipated conduct of the Company's business. The parties understand that the purpose of this provision is to permit Purchaser to conduct an ongoing due diligence review (acknowledging that Purchaser may not condition the Closing based on its due diligence review) and to permit Purchaser to arrange for a smooth transition in connection with the transactions contemplated hereby. The Semlers shall cause the Company to cooperate reasonably so as to permit Purchaser to achieve these goals. All information provided to Purchaser in connection with the transactions contemplated hereby shall be subject to the terms of that certain confidentiality agreement entered into between the parties on March 1, 1998 ("Confidentiality Agreement") and all originals and copies shall be returned to the Company upon termination of this Agreement. No discussions, investigations or review of material with professionals engaged by the Company will be deemed to or result in the waiver of any privilege that may exist between the Company or any of its shareholders and such professionals (and Purchaser and its Affiliates hereby waive any such claims); provided, however, that the foregoing shall not be deemed to create any privilege that does not otherwise exist.

Access to Information and Facilities. From the date hereof until (a) Sellers agree that, prior to the Closing Date, Purchaser, Purchaser’s lender, and their respective representatives shall, upon reasonable notice and so long as such access does not unreasonably interfere with the Company will afford business operations of any Seller, have reasonable access during normal business hours to all Facilities and shall be entitled to make such reasonable investigation of the officers, employees, representatives, consultants, financing sources and agents of Purchaser full and complete access to any and all premises, properties, contracts, books, records, employees, representatives, consultants, Tax Returns businesses and affairs operations of the Company Sellers (including, including without limitation, access to properties in order to conduct limitation any environmental audits and reviews investigations or to conduct a physical inventory of the Inventory) and access such examination of the Books and Records and financial condition of Sellers as it reasonably requests and to all documents maintained make extracts and copies to the extent necessary of the Books and Records; provided that no investigation pursuant to this Section 6.2 shall affect any representations or required warranties made herein or the conditions to be maintained the obligations of the respective parties to consummate the transactions contemplated by this Agreement. (b) Sellers shall deliver to Purchaser copies of Sellers’ internal monthly financial reports as soon as reasonably practicable (and in any event within 20 days) following the FDA end of each monthly accounting period during the period between the date of this Agreement and the Closing Date. These financial reports shall include income statements, balance sheets, profit and loss and other analyses and comparisons to Sellers’ budget for the Business, as well as an explanation of the assumptions and the accounting policies and practices used in preparation thereof and such other matters as Purchaser may reasonably request and, if any, interim statements and operating reports filed with the United States, foreign, state and/or local agenciesStates Trustee or the Bankruptcy Court. (c) Purchaser shall maintain all information provided by Sellers pursuant to this Agreement confidential in accordance with the terms of the confidentiality agreement executed by Purchaser (or any of its Affiliates) and will cause its officers to furnish any of Sellers. If, and all financial, technical and operating data and other information pertaining to the Company (including any and all information relating to Intellectual Property), as Purchaser shall from time to time reasonably request in order to conduct operational and organizational reviews, strategic and tactical planning, due diligence and environmental audits and reviews, all in a manner that will not unnecessarily or unreasonably disrupt the Company's operations. To the extent commercially reasonable, Purchaser will confine its investigation, requests and presence on the Company's property to normal business hours. The Company shall also make available to Purchaser's transition structuring team of employees, consultants and advisors reasonable working space at its facilities. The Semlers shall direct the Company's officers, employees, representatives, consultants and agents to furnish any and all financial, technical and operational data and other information (including any and all information relating to Intellectual Property) relating to the Company, as Purchaser shall reasonably request in connection with the foregoing activitiesonly if, the transactions contemplated hereby and Purchaser's anticipated conduct of by this Agreement are consummated, the Company's business. The parties understand that confidentiality obligations set forth in the purpose of this provision is to permit Purchaser to conduct an ongoing due diligence review (acknowledging that Purchaser may not condition the Closing based on its due diligence review) and to permit Purchaser to arrange for a smooth transition in connection with the transactions contemplated hereby. The Semlers shall cause the Company to cooperate reasonably so as to permit Purchaser to achieve these goals. All information provided to Purchaser in connection with the transactions contemplated hereby shall be subject to the terms of that certain confidentiality agreement entered into between the parties on March 1, 1998 executed by Purchaser ("Confidentiality Agreement") and all originals and copies shall be returned to the Company upon termination of this Agreement. No discussions, investigations or review of material with professionals engaged by the Company will be deemed to or result in the waiver of any privilege that may exist between the Company or any of its shareholders Affiliates) and any of Sellers shall terminate. (d) After the Closing, Purchaser shall provide reasonable access to Sellers and their representatives to an office or other similar space in one of the Facilities during normal business hours to conduct any post-Closing activities reasonably related with the Chapter 11 Cases to the extent such space is available and such professionals (and Purchaser and its Affiliates hereby waive any such claims); provided, however, that the foregoing shall not be deemed to create any privilege that access does not otherwise existinterfere with the normal business operations of Purchaser or the Business. Sellers shall, and shall cause their representatives, to maintain all information either obtained or observed during such access confidential at all times.