Common use of Access to Information and Personnel Clause in Contracts

Access to Information and Personnel. CHE shall (and shall cause each of its subsidiaries to) afford to officers, employees, counsel, accountants and other authorized representatives of Parent ("Parent Representatives") reasonable access, during normal business hours throughout the period prior to the Closing Date, to its properties, books and records, such access not to unreasonably interfere with CHE's business or operations, and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to such Parent Representatives all information concerning its business, properties and personnel as may reasonably be requested; provided, however, that access to any of Seller's restaurants and discussions with any landlord under any Lease or any of Seller's lenders shall be scheduled in advance with, and subject to the prior approval, not to be unreasonably withheld, of the Chief Executive Officer or President of CHE, and CHE shall have an opportunity to participate in such discussions. Parent shall have the right to meet with, interview, discuss and plan with Seller's Senior Vice President of Operations, regional managers, corporate chef and such others in the operational, marketing, purchasing, accounting or financial groups as Parent may reasonably desire, provided, however, that any such meetings, interviews or discussions shall be scheduled in advance with, and subject to the prior approval not to be unreasonably withheld, of the Chief Executive Officer or President of CHE, and any out-of-pocket travel or other travel related expenses related to such meetings, interviews or discussions shall be paid by Parent. Parent acknowledges CHE's interest that the Parent Representatives' investigations be as discreet as possible and not unduly disrupt the operations of CHE, and Parent will work diligently to complete the Parent Representatives' investigations in a timely manner so long as CHE cooperates in making the records and personnel available to Parent in a timely fashion. Nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control or direct CHE's operations prior to the Closing.