Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim Period, the Company Group shall (i) afford to the Buyer Group, and to the officers, directors, employees, accountants, counsel and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours and upon reasonable advance notice, in a manner that does not unreasonably interfere with the operations of the Company Group Business, to management-level employees, officers, properties, books and records of the Company Group; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited financial statements of the Company for each fiscal quarter ending at least 45 days prior to the Closing Date.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim Period, the Company Group shall (i) afford to the Buyer Group, and to the officers, directors, employees, accountants, counsel counsel, financial advisors, auditors, service providers and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours and upon reasonable advance notice, in a manner that does not unreasonably interfere with the operations of the Company Group Business, to management-level employees, officers, properties, books and records of the Company GroupCompany; provided, that no member of the Company Group shall not be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company GroupCompany. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles GAAP and delivered to the Buyer the unaudited financial statements of the Company for each fiscal quarter ending at least 45 days prior to the Closing Date.

Access to Properties and Records. (a) Subject to the terms Each of the Confidentiality Agreement and Applicable LawSeller, throughout the Interim PeriodPVM, the Founders and the Company Group shall (i) afford to the Buyer GroupBuyer, and to the officers, directors, employees, its accountants, counsel counsel, agents and other representatives of the Buyer GroupBuyer, at the Buyer’s sole cost and expenseupon reasonable notice, reasonable full access during normal business hours throughout the period from the date hereof through the Closing Date (or the earlier termination of this Agreement pursuant to Article XV) to all properties, books, Scheduled Contracts and upon reasonable advance notice, in a manner that does Files and Records (including but not unreasonably interfere limited to Tax Returns and correspondence with the operations accountants) of the Company Group Businessand, during such period, shall furnish promptly to management-level employees, officers, properties, books and records of the Buyer all other information concerning the Company Groupand its properties and personnel as the Buyer may reasonably request; provided, that no member investigation or receipt of information pursuant to this Section 8.3 shall qualify any representation or warranty of the Seller or the conditions to the obligations of the Buyer. The Seller shall afford to the Buyer, upon reasonable notice, full access, during normal business hours, to the Company, all operations of the Company Group shall be required and to (a) risk all the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process assets of the Company Group. Notwithstanding anything herein to throughout the contrary, period from the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding date hereof through the Company Group Business or the transactionClosing Date. The Company shall have Buyer and its representatives will use best efforts not to materially and adversely disrupt the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited financial statements business operations of the Company for each fiscal quarter ending at least 45 days in the ordinary course when so accessing the Company's operations and assets, and will not contact the customers, vendors or employees of the Company without the prior to permission of the Closing DateCompany, which permission shall not be unreasonably withheld.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim Period, the Company Group shall (i) afford to the Buyer Group, and to the officers, directors, employees, accountants, counsel and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours and upon reasonable advance notice, in a manner that does not unreasonably interfere with the operations of the Company Group Business, to management-level employees, officers, properties, books and records of the Company Group; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or Client, other existing or potential investor or investee in a Company Group product or any supplier, lender, service provider or licensor of any member of the Company Group regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller OwnersRepresentative. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited consolidated financial statements of the Company Group (other than the Company Group GP Entities) for each fiscal quarter ending at least 45 forty-five (45) days prior to the Closing Date. (c) At and after the Closing Date until the sixth (6th) anniversary thereof, the Buyer shall, and shall cause the Company Group to, afford to the Seller Representative and its Representatives, during normal business hours and in a manner not to interfere with the business or operations of the Company Group, upon reasonable written request, reasonable access to such information relating to the Company Group during the period prior to the Closing that is reasonably necessary for the financial reporting, tax and accounting matters of the Sellers or that is reasonably requested by the Seller Representative to the extent necessary for compliance with Applicable Law or reporting, disclosure, filing or other requirements imposed by a Governmental Entity; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from any such disclosure, or (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim Period, the Company Group shall (i) afford to the Buyer GroupBuyer, and to the officersaccountants, directorscounsel, employees, accountants, counsel financing sources and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours throughout the period from and upon reasonable advance notice, in a manner that does not unreasonably interfere with after the operations of the Company Group Business, to management-level employees, officers, properties, books date hereof and records of the Company Group; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited financial statements of the Company for each fiscal quarter ending at least 45 days prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article 11) to all personnel, properties, books, Contracts, commitments, customers and files and records (including, but not limited to, Tax Returns) pertaining to Company or the Business, and, during such period, Company shall furnish promptly to Buyer all other information concerning Company, and the Business as Buyer may reasonably request, provided that no investigation or receipt of information pursuant to this Section 6.3 shall qualify any representation or warranty of the Company contained in this Agreement or in any Transaction Document and no such investigation or receipt of information shall in any way negate, diminish or modify the conditions to the obligations of Buyer or the right of Buyer Indemnified Parties to indemnification, in each case on the terms set forth in this Agreement. Notwithstanding the foregoing, from and after the date hereof until the Closing Date, Buyer shall contact and communicate with the clients and vendors of the Company only with the prior written consent of the Company, which consent may be conditioned upon a representative of the Company being present at any such meeting or conference; provided, however, that nothing contained in the foregoing shall prevent Buyer from contacting or communicating with any clients that Buyer has an existing relationship with as of the date hereof, provided that such contact does not relate to the transactions contemplated by this Agreement.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout During the Interim Period, the Company Group shall, and shall (i) cause its Representatives and each of the Company Subsidiaries to, afford to the Buyer Groupand the Buyer’s Representatives reasonable access during normal business hours and in a manner not unreasonably disruptive under the circumstances (the “Investigation Procedures”), to all of the Company’s and any Company Subsidiary’s assets, properties, books and records and Representatives in order to afford the Buyer as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and the Company Subsidiaries, and to the officers, directors, employees, accountants, counsel and other representatives of the Buyer Groupand its Representatives shall be permitted to make extracts from, or take copies of, such books, records (including the membership interest records and minute books) or other documentation as may be reasonably necessary, all at the Buyer’s sole cost and expense; provided, reasonable however, that all access during normal business hours to employees and upon reasonable advance notice, in a manner that does not unreasonably interfere with the operations customers of the Company Group Business, or any Company Subsidiary shall be subject to management-level employees, officers, properties, books prior written notice and records approval of the Company Group; provided(not to be unreasonably withheld) as to the scheduling, that no member and participation of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transactionCompany. The Company and each Company Subsidiary shall have the right to have one furnish or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered furnished to the Buyer such reasonable financial and operating data and other information about the unaudited financial statements Company and each Company Subsidiary, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Company for each fiscal quarter ending at least 45 days prior Representatives of the Buyer may reasonably request. For the avoidance of doubt, all information made available to the Closing DateBuyer, its Affiliates or any of its or their Representatives shall be subject to the terms under Confidentiality Agreement.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim Period, the The Company Group shall (i) afford to the Buyer GroupBuyer, and to the officersaccountants, directorscounsel, employees, accountants, counsel financing sources and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours throughout the period from and upon reasonable advance notice, in a manner that does not unreasonably interfere with after the operations of the Company Group Business, to management-level employees, officers, properties, books date hereof and records of the Company Group; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited financial statements of the Company for each fiscal quarter ending at least 45 days prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article 11) to all personnel, properties, books, Contracts, commitments, customers and files and records (including, but not limited to, Tax Returns) pertaining to the Company or the Business, and, during such period, The Company shall furnish promptly to Buyer all other information concerning the Company, and the Business as Buyer may reasonably request, provided that no investigation or receipt of information pursuant to this Section 6.3 shall qualify any representation or warranty of the Company contained in this Agreement or in any Transaction Document and no such investigation or receipt of information shall in any way negate, diminish or modify the conditions to the obligations of Buyer or the right of Buyer Indemnified Parties to indemnification, in each case on the terms set forth in this Agreement. Notwithstanding the foregoing, from and after the date hereof until the Closing Date, Buyer shall contact and communicate with the clients and vendors of the Company only with the prior written consent of the Company, which consent may be conditioned upon a representative of the Company being present at any such meeting or conference; provided, however, that nothing contained in the foregoing shall prevent Buyer from contacting or communicating with any clients that Buyer has an existing relationship with as of the date hereof, provided that such contact does not relate to the transactions contemplated by this Agreement.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim Period, the Company Group shall (i) afford to the Buyer GroupBuyer, and to the officersaccountants, directorscounsel, employees, accountants, counsel financing sources and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours throughout the period from and upon reasonable advance notice, in a manner that does not unreasonably interfere with after the operations of the Company Group Business, to management-level employees, officers, properties, books date hereof and records of the Company Group; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited financial statements of the Company for each fiscal quarter ending at least 45 days prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article 11) to all personnel, properties, books, Contracts, commitments, customers and files and records (including, but not limited to, Tax Returns) pertaining to Company, the Business, the Purchased Assets or the Assumed Liabilities and, during such period, Company shall furnish promptly to Buyer all other information concerning Company, and the Business as Buyer may reasonably request, provided that no investigation or receipt of information pursuant to this Section 6.3 shall qualify any representation or warranty of the Company contained in this Agreement or in any Transaction Document and no such investigation or receipt of information shall in any way negate, diminish or modify the conditions to the obligations of Buyer or the right of Buyer Indemnified Parties to indemnification, in each case on the terms set forth in this Agreement. Notwithstanding the foregoing, from and after the date hereof until the Closing Date, Buyer shall contact and communicate with the clients of the Company only with the prior written consent of the Company, which consent may be conditioned upon a representative of the Company being present at any such meeting or conference; provided, however, that nothing contained in the foregoing shall prevent Buyer from contacting or communicating with any clients that Buyer have an existing relationship with as of the date hereof.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement The Stockholder and Applicable Law, throughout the Interim Period, the each Company Group shall (i) afford to the Buyer GroupBuyer, and to the officersaccountants, directorscounsel, employees, accountants, counsel financing sources and other representatives of the Buyer Group, at the Buyer’s sole cost and expense, reasonable access during normal business hours throughout the period from and upon reasonable advance notice, in a manner that does not unreasonably interfere with after the operations of the Company Group Business, to management-level employees, officers, properties, books date hereof and records of the Company Group; provided, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed by and conducted through the Seller Owners. (b) As long as the Closing shall not have occurred, the Company shall as promptly as practicable cause to be prepared in accordance with the Principles and delivered to the Buyer the unaudited financial statements of the Company for each fiscal quarter ending at least 45 days prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article 11) to all personnel, properties, books, Contracts, commitments, customers and files and records (including, but not limited to, Tax Returns) pertaining to a Company or the Business, and, during such period, each Company shall furnish promptly to Buyer all other information concerning the Company, and the Business as Buyer may reasonably request, provided that no investigation or receipt of information pursuant to this Section 6.3. shall qualify any representation or warranty of a Company contained in this Agreement or in any Transaction Document and no such investigation or receipt of information shall in any way negate, diminish or modify the conditions to the obligations of Buyer or the right of Buyer Indemnified Parties to indemnification, in each case on the terms set forth in this Agreement. Notwithstanding the foregoing, from and after the date hereof until the Closing Date, Buyer shall contact and communicate with the clients and vendors of a Company only with the prior written consent of such Company, which consent may be conditioned upon a representative of such Company being present at any such meeting or conference; provided, however, that nothing contained in the foregoing shall prevent Buyer from contacting or communicating with any clients that Buyer has an existing relationship with as of the date hereof, provided that such contact does not relate to the transactions contemplated by this Agreement.

Access to Properties and Records. (a) Subject to the terms of the Confidentiality Agreement and Applicable Law, throughout the Interim PeriodUpon reasonable prior notice, the Company Group shall, and shall (i) cause its Representatives to, afford to the Buyer Group, and to the officers, directors, employees, accountants, counsel and other representatives of the Buyer Group, at the Buyer’s sole cost and expenseits Representatives, reasonable access during normal business hours to all of the assets, properties, books, records, employees and upon reasonable advance notice, in a manner that does not unreasonably interfere with the operations customers of the Company Group Businessin order to afford the Buyer and its Representatives as full an opportunity of review, to management-level employees, officers, properties, books examination and records investigation of the affairs of the Company Groupas shall reasonably be requested by the Buyer, and the Buyer and its Representatives shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation as may be reasonably necessary; provided that the Sellers’ Representative or its designee shall be entitled to be present during any discussions between Buyer and any customer or employee of the Company; and provided, further, that no member of the Company Group shall be required to (a) risk the loss of any legal privileges, immunity or other protection from disclosure, (b) violate any Applicable Law, contract or other obligation of confidentiality in providing such access, or (c) provide access to any books and records that relate to the sale process of the Company Group. Notwithstanding anything herein to the contrary, the Buyer shall not, and shall cause its Affiliates and their respective Representatives not to, contact any Advisory Client or other existing or potential investor or investee regarding the Company Group Business or the transaction. The Company shall have the right to have one or more Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 8.3, and all access shall be managed subject to the exception contained in the immediately succeeding sentence. Except in those cases where the Company is obligated by agreement with third parties existing on the date hereof and conducted through applicable Law to withhold data or information, in which cases the Seller Owners. Company shall provide (bi) As long as express written notice to the Closing shall not have occurredBuyer that it is withholding information pursuant to such agreement or Law, and (ii) the Buyer with such data and information that the Company is permitted to disclose, the Company shall as promptly as practicable furnish or cause to be prepared in accordance with the Principles and delivered furnished to the Buyer such reasonable financial and operating data and other information about the unaudited financial statements Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which the Buyer and its Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of any Seller Party contained herein (or in any list, certificate, schedule, or other instrument, document, agreement or writing furnished or to be furnished to or made with the Buyer pursuant hereto) or the conditions to the obligations of the Company for each fiscal quarter ending at least 45 days prior Parties to consummate the Closing Datetransactions contemplated by this Agreement.