Common use of Access to Premises and Information Clause in Contracts

Access to Premises and Information. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article X, to the extent permitted by Applicable Law, the Target Companies shall permit Buyer to have reasonable access (at reasonable times and upon reasonable notice and subject to any restrictions contained in confidentiality agreements to which any Target Company is subject) to employees of the Target Companies and to premises, properties, books, records (including Tax records) and Contractual Obligations of the Target Companies, except, in each case, for (a) privileged attorney-client communications or attorney work product, (b) information or materials required to be kept confidential by Applicable Law or fiduciary duty, any information that is reasonably pertinent to any litigation in which the Target Companies and Buyer are adverse parties and (d) information or materials that relate to the proposed sale of the Business of the Target Companies or the negotiation, execution and delivery of this Agreement or the Ancillary Agreements; provided, however, that notwithstanding anything to the contrary contained herein, (i) none of the Target Companies, the Seller or any of their Affiliates shall be required to disclose to the Buyer or any Representative of the Buyer any consolidated, combined, affiliated, or unitary Tax Return which includes the Seller or any of its Affiliates other than the Target Companies or any work papers relating thereto; and (ii) Buyer shall not conduct any invasive environmental testing, sampling or other invasive assessments of the premises of the Target Companies. All information and materials provided to Buyer and/or its Representatives pursuant to this Section 7.2 shall be used solely for the purpose of the Contemplated Transactions, and such information shall be subject to the terms of the Confidentiality Agreement. ​

Access to Premises and Information. From During the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article X, to the extent permitted by Applicable LawPre-Closing Period, the Target Companies Company shall permit Buyer Parent and its Affiliates and their respective Representatives, at Parent’s expense, to have reasonable access (at reasonable times and upon reasonable notice and subject to any restrictions contained in confidentiality agreements to which any Target Company is subjectnotice) to employees Representatives of the Target Companies Company and to the premises, propertiesproperties (excluding for the purposes of environmental inspection), books, records (including Tax records) and Contractual Obligations Contracts of the Target CompaniesAcquired Companies and shall furnish promptly such information concerning the businesses, exceptproperties and personnel of the Acquired Companies as Parent shall reasonably request, in each case, for provided that the Acquired Companies shall not be required to provide access to or to disclose information if such access or disclosure (a) privileged would reasonably be expected to jeopardize the privilege of the Acquired Companies with respect to attorney-client communications or attorney work product, (b) relates to information or materials required to be kept confidential by Applicable applicable Law or fiduciary dutyContracts, any information that is reasonably pertinent (c) relates to any litigation in which the Target Companies and Buyer are adverse parties and (d) information or materials that relate to the proposed sale of the Business business of the Target Acquired Companies or the negotiation, execution and delivery of this Agreement or the Ancillary Agreements(d) would violate applicable Law (other than Federal Cannabis Laws); provided, however, that notwithstanding anything the Company will notify Parent in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the contrary contained herein, (i) none foregoing and to permit disclosure of such information in the cases of the Target Companiesforegoing clauses (a) and (b), to the extent possible, in a manner consistent with privilege, the Seller applicable Contracts or any of their Affiliates shall be required to disclose to the Buyer or any Representative of the Buyer any consolidated, combined, affiliated, or unitary Tax Return which includes the Seller or any of its Affiliates other than the Target Companies or any work papers relating thereto; and (ii) Buyer shall not conduct any invasive environmental testing, sampling or other invasive assessments of the premises of the Target Companiesapplicable Law. All The information and materials provided to Buyer and/or its Representatives pursuant to this Section 7.2 6.3 shall be used solely for the purpose of the Contemplated Transactions, and such information shall be subject to kept confidential by Parent in accordance with the terms and conditions of the Confidentiality Agreement. ​.

Access to Premises and Information. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article XVIII, to Seller shall, and shall cause the extent permitted by Applicable LawAcquired Companies to, permit Buyer, the Target Companies shall permit Buyer prospective providers of the Debt Financing and their respective Representatives to have reasonable access (at reasonable times times, during regular business hours, and upon reasonable notice and subject to any restrictions contained in confidentiality agreements to which any Target Company is subjectnotice) to employees all Representatives of the Target Acquired Companies and to all premises, properties, books, records (including Tax records) ), contracts, financial and Contractual Obligations of operating data and other information and documents of, or pertaining to, the Target Companies, except, in each case, for (a) privileged attorney-client communications or attorney work product, (b) information or materials required to be kept confidential by Applicable Law or fiduciary duty, any information that is reasonably pertinent to any litigation in which the Target Companies and Buyer are adverse parties and (d) information or materials that relate to the proposed sale of the Business of the Target Acquired Companies or the negotiationBusiness, execution in any such case, to the extent reasonably required in connection with the consummation of the transactions contemplated hereby, and delivery to make copies (at its own expense) of this Agreement such books, records, contracts, data, information and documents as Buyer, the prospective providers of the Debt Financing or the Ancillary Agreementstheir respective Representatives may reasonably request; provided, however, that notwithstanding anything to the contrary contained herein, (i) none of the Target Companies, the neither Seller nor any Acquired Company or any of their Affiliates shall be required Representatives are under any obligation to provide any such access, furnish any information, or otherwise disclose to Buyer, the Buyer or any Representative prospective providers of the Buyer any consolidated, combined, affiliated, or unitary Tax Return which includes the Seller Debt Financing or any of its Affiliates other than their respective Representatives any information the Target Companies disclosure of which, in Seller’s reasonable discretion upon the advice of outside legal counsel, would reasonably be likely to contravene any Contract or applicable Law or to compromise or otherwise jeopardize any work papers relating theretoapplicable privilege (including the attorney-client privilege); and (ii) Buyer shall not conduct any invasive environmental testingprovided, sampling or other invasive assessments of further, that in the premises of the Target Companies. All information and materials provided event that access is to Buyer and/or its Representatives be denied pursuant to this Section 7.2 proviso, Seller shall be used solely notify Buyer and Seller and Buyer shall cooperate to implement commercially reasonable procedures designed to both allow for the purpose such examination and avoid such loss or impairment of the Contemplated Transactions, and such information shall be subject privilege to the terms of the Confidentiality Agreement. ​extent possible.

Access to Premises and Information. From During the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article X, to the extent permitted by Applicable LawPre-Closing Period, the Target Companies Company shall permit Buyer to have reasonable access (at reasonable times and upon reasonable notice and subject to any restrictions contained in confidentiality agreements to which any Target Company is subjectthe Confidentiality Agreement) to employees Representatives of the Target Companies Company and to premises, propertiesproperties (excluding for the purposes of environmental inspection), books, records (including Tax records) and Contractual Obligations Contracts of the Target CompaniesCompany and, exceptduring such period, in each caseshall furnish promptly such information concerning the businesses, for properties and personnel of the Company as Buyer shall reasonably request, provided, that, the Company shall not be required to provide access to or to disclose information where such access or disclosure (a) privileged would jeopardize the privilege of the Company with respect to attorney-client communications or attorney work product, (b) relates to information or materials required to be kept confidential by Applicable any applicable Law or fiduciary dutyContract, (c) relates to any information that is reasonably pertinent to any litigation in which the Target Companies Company and Buyer are adverse parties and parties, or (d) relates to information or materials that relate to the proposed sale of the Business business of the Target Companies Company or the negotiation, execution and delivery of this Agreement or the Ancillary AgreementsAgreement; provided, however, that notwithstanding anything the Company will notify Buyer in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the contrary contained herein, (i) none foregoing and to permit disclosure of such information in the cases of the Target Companiesforegoing subsections (a) and (b), to the extent possible, in a manner consistent with privilege, the Seller applicable Contracts or any applicable Law; provided further, that the Company may restrict the foregoing access as a result of their Affiliates shall be required any restrictions or limitations imposed on or reasonably taken by the Company due to disclose to the Buyer or any Representative of the Buyer any consolidated, combined, affiliated, or unitary Tax Return which includes the Seller or any of its Affiliates other than the Target Companies or any work papers relating thereto; and (ii) Buyer shall not conduct any invasive environmental testing, sampling or other invasive assessments of the premises of the Target CompaniesDisruptive Circumstances. All The information and materials provided to Buyer and/or its Representatives pursuant to this Section 7.2 6.3 shall be used solely for the purpose of the Contemplated TransactionsTransactions (including any financing to be implemented in connection with or following the Closing), and such information shall be subject to kept confidential by Buyer in accordance with the terms and conditions of the Confidentiality Agreement. ​.