Common use of Access to Information and Personnel Clause in Contracts

Access to Information and Personnel. (a) From the date hereof until the Closing, upon reasonable notice, the Bally Entities shall cause each of their respective Affiliates and each of their respective Representatives to (i) afford Purchaser and its authorized Representatives reasonable access to the offices, properties and books and records with respect to the Business, (ii) furnish to the Representatives of Purchaser such additional environmental, financial and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the management, marketing personnel and senior-level consultants of the Business and the Facilities during normal business hours and for reasonable periods of time, individually and collectively; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Business Owners shall not be required to disclose any information to Purchaser if such disclosure would, in the Sellers’ reasonable discretion, (i) cause significant competitive harm to the Business if the Transactions are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, for a period of seven years after the Closing, Purchaser shall (i) retain the books and records relating to the Business and the Company relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made against or incurred by Purchaser or the Company relating to the Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and records in their possession as of the date hereof relating to the Business and the Company relating to periods prior to the Closing which shall not otherwise have been delivered to Purchaser or the Company, and (ii) upon reasonable notice, afford the Representatives of Purchaser reasonable access (including the right to make, at Purchaser’s expense, photocopies), during normal business hours, to such books and records.

Access to Information and Personnel. (a) From the date hereof until and after the Closing, upon Intrepid Potash shall grant (and shall cause its Affiliates to grant) to Intrepid Mining (or Intrepid Mining’s designees) access at all reasonable noticetimes to the books and records of, and all other information regarding, the Bally Entities shall cause each ownership and operation of Exchanged Assets (including the operations of the Subsidiaries) and the Assumed Liabilities, which information is within the possession of Intrepid Potash or the Subsidiaries or their respective Affiliates (including work papers and each correspondence with taxing authorities, but excluding work product of their respective Representatives to (i) afford Purchaser and its authorized Representatives reasonable access to the offices, properties and books and records with respect to the Business, (ii) furnish to the Representatives of Purchaser such additional environmental, financial and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the management, marketing personnel and senior-level consultants of the Business and the Facilities during normal business hours and for reasonable periods of time, individually and collectively; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Business Owners shall not be required to disclose any information to Purchaser if such disclosure would, in the Sellers’ reasonable discretion, (i) cause significant competitive harm to the Business if the Transactions are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (ii) jeopardize any attorney-client communications with any of Intrepid Potash’s legal counsel), and shall afford Intrepid Mining (or other legal privilege or Intrepid Mining’s designees) the right (iiiat Intrepid Mining’s expense) contravene any applicable Lawsto take extracts therefrom and to make copies thereof, fiduciary duty or binding Contract entered into prior to the date hereofextent reasonably necessary to permit Intrepid Mining (or Intrepid Mining’s designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and to implement the provisions of, or to investigate or defend any claims between the parties arising under, this Agreement. (b) In order Notwithstanding any provision of this Agreement to facilitate the resolution contrary, none of Intrepid Potash, any Affiliate or designee of Intrepid Potash, any of the Accountants, or any arbitrator or other person under this Agreement shall be entitled to any access to (or be permitted to extract or make copies of) any Tax Return or any other information regarding the Taxes or Tax Returns of any claims made against direct or incurred by the Sellers relating to the Business, for a period indirect owner of seven years after the Closing, Purchaser shall (i) retain the books and records relating to the Business and the Company relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and recordsIntrepid Mining. (c) In order Intrepid Potash will preserve and retain (or cause to facilitate the resolution of any claims made against or incurred by Purchaser or the Company be preserved and retained) all Tax Returns, schedules, work papers, and other documents relating to the Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and records in their possession as any Tax Return of the date hereof relating to the Business and the Company relating to periods prior to the Closing which shall not otherwise have been delivered to Purchaser or the Companya Subsidiary, and (ii) upon reasonable notice, afford any Taxes with respect to the Representatives ownership or operation of Purchaser reasonable access the Exchanged Assets (including the right operations of the Subsidiaries) or otherwise with respect to makethe Assumed Liabilities, at Purchaser’s expenseor (iii) any Tax claims, photocopies)audits, during normal business hoursor other proceedings affecting the Exchanged Assets (including the operations of the Subsidiaries) or the Assumed Liabilities, until the later to occur of (x) the seventh anniversary of the Closing Date, (y) the expiration of the statute of limitations (including extensions) applicable to the taxable period to which such documents relate, or (iii) the final determination of any controversy with respect to such books taxable period and recordsthe final determination of any payment that may be required with respect to such taxable period under this Agreement. (d) At Intrepid Mining’s request, Intrepid Potash shall provide reasonable access to its and its Affiliates’ (including the Subsidiaries’) personnel who have knowledge of the information described in this Section 7.5, and Intrepid Potash shall reasonably cooperate (and shall cause its Affiliates (including the Subsidiaries) to reasonably cooperate) with Intrepid Mining with respect to the matters covered by this Section 7.6.

Access to Information and Personnel. (a) From the date hereof until and after the Closing, upon Intrepid Potash shall grant (and shall cause its Affiliates to grant) to Intrepid Mining (or Intrepid Mining’s designees) access at all reasonable noticetimes to the books and records of, and all other information regarding, the Bally Entities shall cause each ownership and operation of Exchanged Assets (including the operations of the Subsidiaries) and the Assumed Liabilities, which information is within the possession of Intrepid Potash or the Subsidiaries or their respective Affiliates (including work papers and each correspondence with taxing authorities, but excluding work product of their respective Representatives to (i) afford Purchaser and its authorized Representatives reasonable access to the offices, properties and books and records with respect to the Business, (ii) furnish to the Representatives of Purchaser such additional environmental, financial and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the management, marketing personnel and senior-level consultants of the Business and the Facilities during normal business hours and for reasonable periods of time, individually and collectively; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Business Owners shall not be required to disclose any information to Purchaser if such disclosure would, in the Sellers’ reasonable discretion, (i) cause significant competitive harm to the Business if the Transactions are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (ii) jeopardize any attorney-client communications with any of Intrepid Potash’s legal counsel), and shall afford Intrepid Mining (or other legal privilege or Intrepid Mining’s designees) the right (iiiat Intrepid Mining’s expense) contravene any applicable Lawsto take extracts therefrom and to make copies thereof, fiduciary duty or binding Contract entered into prior to the date hereofextent reasonably necessary to permit Intrepid Mining (or Intrepid Mining’s designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and to implement the provisions of, or to investigate or defend any claims between the parties arising under, this Agreement. (b) In order Notwithstanding any provision of this Agreement to facilitate the resolution contrary, none of Intrepid Potash, any Affiliate or designee of Intrepid Potash, any of the Accountants, or any arbitrator or other person under this Agreement shall be entitled to any access to (or be permitted to extract or make copies of) any Tax Return or any other information regarding the Taxes or Tax Returns of any claims made against direct or incurred by the Sellers relating to the Business, for a period indirect owner of seven years after the Closing, Purchaser shall (i) retain the books and records relating to the Business and the Company relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and recordsIntrepid Mining. (c) In order Intrepid Potash will preserve and retain (or cause to facilitate the resolution of any claims made against or incurred by Purchaser or the Company be preserved and retained) all Tax Returns, schedules, work papers, and other documents relating to the Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and records in their possession as any Tax Return of the date hereof relating to the Business and the Company relating to periods prior to the Closing which shall not otherwise have been delivered to Purchaser or the Companya Subsidiary, and (ii) upon reasonable notice, afford any Taxes with respect to the Representatives ownership or operation of Purchaser reasonable access the Exchanged Assets (including the right operations of the Subsidiaries) or otherwise with respect to makethe Assumed Liabilities, at Purchaser’s expenseor (iii) any Tax claims, photocopies)audits, during normal business hoursor other proceedings affecting the Exchanged Assets (including the operations of the Subsidiaries) or the Assumed Liabilities, until the later to occur of (x) the seventh anniversary of the Closing Date, (y) the expiration of the statute of limitations (including extensions) applicable to the taxable period to which such documents relate, or (iii) the final determination of any controversy with respect to such books taxable period and recordsthe final determination of any payment that may be required with respect to such taxable period under this Agreement. (d) At Intrepid Mining’s request, Intrepid Potash shall provide reasonable access to its and its Affiliates’ (including the Subsidiaries’) personnel who have knowledge of the information described in this Section 7.5, and Intrepid Potash shall reasonably cooperate (and shall cause its Affiliates(including the Subsidiaries) to reasonably cooperate) with Intrepid Mining with respect to the matters covered by this Section 7.6.

Access to Information and Personnel. (a) From the date hereof until the Closing, upon reasonable noticeSeller shall, the Bally Entities and shall cause each member of their respective Affiliates and each of their respective Representatives to the Company Group to: (ia) afford Purchaser Buyer and its authorized Representatives reasonable access to and the officesright to inspect all of the Real Property, properties and properties, assets, premises, books and records with respect records, Contracts and other documents and data related to each member of the Business, Company Group; (iib) furnish Buyer and its Representatives with such financial, operating and other data and information related to each member of the Company Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Purchaser such additional environmental, financial Seller and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the management, marketing personnel and senior-level consultants members of the Business Company Group to cooperate with Buyer in its investigation of the Company Group and the Facilities during normal business hours to do preliminary integration and for reasonable periods of time, individually and collectively; provided, however, that any such access transition planning. Any investigation or furnishing of information other activities pursuant to this Section 5.2 shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere unreasonably with the normal operations conduct of the Businessbusiness of the Company Group. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to this Section 5.2 shall be submitted or directed exclusively to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any member of the Business Owners Company Group shall not be required to disclose any information to Purchaser Buyer if such disclosure would, in the Sellers’ Seller’s reasonable discretion, : (ix) cause significant competitive harm to any member of the Business Company Group and their respective businesses if the Transactions transactions contemplated by this Agreement are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (iiy) jeopardize any attorney-client or other legal privilege privilege; or (iiiz) contravene any applicable LawsLaw, fiduciary duty or binding Contract agreement entered into prior to the date hereof. (b) In order of this Agreement. At all times prior to facilitate the resolution of any claims made against or incurred Closing, Buyer shall, and shall cause its Representatives to, abide by the Sellers relating to the Business, for a period of seven years after the Closing, Purchaser shall (i) retain the books and records relating to the Business and the Company relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the Representatives terms of the Sellers reasonable Confidentiality Agreement with respect to any access (including the right or information provided pursuant to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and recordsthis Section 5.2. (c) In order to facilitate the resolution of any claims made against or incurred by Purchaser or the Company relating to the Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and records in their possession as of the date hereof relating to the Business and the Company relating to periods prior to the Closing which shall not otherwise have been delivered to Purchaser or the Company, and (ii) upon reasonable notice, afford the Representatives of Purchaser reasonable access (including the right to make, at Purchaser’s expense, photocopies), during normal business hours, to such books and records.

Access to Information and Personnel. (a) From the date hereof until the Closing2.2.1. Sellers, upon reasonable noticetheir Affiliates, the Bally Entities shall cause each of and their respective Affiliates representatives and each of their respective Representatives advisors will have access to (iand the right to make and retain copies of) afford Purchaser and its authorized Representatives reasonable access to the officesdocuments, properties and books and records with respect to the Business, (ii) furnish to the Representatives of Purchaser such additional environmental, financial and operating data and other information regarding of the Business Companies (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the managementextent currently possessed by the Companies, marketing personnel and senior-level consultants Companies shall authorize Sellers to seek or obtain, at Sellers’ expense, such documents, books, records and other information of the Business Companies that are not currently possessed by Companies) and the Facilities access (during normal business hours unless exigencies require otherwise) to the employees and for reasonable periods of time, individually and collectively; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision other personnel of the Sellers’ personnel and Companies, in such a manner as not each case for purposes of consultation or otherwise to interfere the extent appropriate in connection with the normal operations conduct of Cushion Gas Litigation. Buyer agrees to continue the Companies’ current practice of retaining all records potentially relevant to Cushion Gas Litigation and to preserve and cause each of the BusinessCompanies to preserve all such records (including electronic information) for the term of this Agreement or for any longer period as may be required by law, but in any event for at least 6 years. Notwithstanding anything At no cost or expense to the contrary in this Agreement, the Business Owners Sellers other than actual out of pocket third party expenditures (which shall not be required include attorney’s fees) Buyer will provide, and will cause the Companies to disclose any information provide, Sellers and their representatives and advisors with all accounting services, assistance, and access to Purchaser if such disclosure wouldaccounting, in the Sellers’ reasonable discretionoperations, (i) cause significant competitive harm to the Business if the Transactions are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (ii) jeopardize any attorney-client or all other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date hereof. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, for a period of seven years after the Closing, Purchaser shall (i) retain the books and records relating of the Companies, and appropriate personnel knowledgeable or involved in connection therewith, in each case to the Business extent appropriate to facilitate and assist Sellers in the exercise of their rights and authority and discharge of their responsibilities under this Article 2. Such cooperation by Buyer and the Company relating to periods prior to the ClosingCompanies will include making employees, professional consultants, officers and agents available for consultation, interview, deposition, assistance with other discovery, or testimony, making a corporate representative available for deposition or trial, and (ii) upon reasonable noticeexecuting declarations and statements, afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records. (c) In order to facilitate the resolution of any claims made against or incurred by Purchaser or the Company relating to the Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and records in their possession as of the date hereof relating to the Business and the Company relating to periods prior to the Closing which shall not otherwise have been delivered to Purchaser or the Companysettlement agreements, and (ii) upon reasonable notice, afford the Representatives of Purchaser reasonable access (including the right to make, at Purchaser’s expense, photocopies), during normal business hours, to such books and recordsother instruments as reasonably requested by Sellers that may be executed in good faith.