Common use of Access to Records and Properties of the Company Clause in Contracts

Access to Records and Properties of the Company. From and after the date hereof until the Closing, the Company shall afford (i) to Purchaser, its potential lenders and other financing sources and their respective authorized representatives, including accountants, free and full access at all reasonable times during normal business hours and after reasonable prior notice to the assets, business, facilities, properties, books, records (including tax returns filed and in preparation), customers, consultants, and key employees of or relating to the Company in order that Purchaser has full opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company, and the Company shall cooperate fully in connection therewith and (ii) to the respective independent certified public accountants of Purchaser, free and full access at all reasonable times during normal business hours and after reasonable prior notice to the records of the independent certified public accountants of the Company relating to the Company. Without limiting the generality of the foregoing, the Purchaser or its representatives shall be entitled to conduct Phase I environmental assessments of the Company's and its Subsidiaries' properties and, based on the recommendation of Purchaser's environmental consultants, such Phase II assessments as the Purchaser deems reasonably necessary after considering the results of the Phase I Reports. The Company may elect, but shall not be required, to receive copies of or review any data, records, reports, or other information obtained or generated during the Phase I and/or Phase II environmental site assessments (collectively the "ESA Data"). Prior to Closing, Purchaser shall, except as required (in the event of any dispute) to enforce its rights to terminate this Agreement pursuant to Section 9.1(g) and in such event, to enforce its rights under Section 9.2, keep all ESA Data strictly confidential, and shall not disclose any ESA Data to any third party, other than its attorneys, accountants, affiliates, financial institutions, their attorneys or consultants or any other advisors or representatives of the Purchaser, its accountants or financial institutions directly involved in the transaction contemplated by this Agreement, unless (a) required to do so pursuant to a valid subpoena, order of a court of competent jurisdiction or any EHS Requirements of Law or (b) the Company provides its prior written consent to disclosure. If the transactions contemplated by this Agreement are not consummated, then, at the Company's request, Purchaser and its representatives, including without limitation, its consultants, shall certify in writing to the Company that, unless otherwise required pursuant to a valid subpoena, order of a court of competent jurisdiction or any EHS Requirements of Law, all ESA Data including without limitation, drafts and copies thereof, have been destroyed. If the transactions contemplated by this Agreement are not consummated, Purchaser's duties to maintain the confidentiality of the ESA Data pursuant to this Section 6.1 shall survive termination of the Agreement. The investigation contemplated by this Section 6.1 shall not affect or otherwise diminish or obviate in any respect any of the representations and warranties or the indemnification obligations of the Shareholders contained in this Agreement. From and after the Closing, the Company will afford to the Shareholders and their counsel free and full access at all reasonable times during normal business hours and after reasonable prior notice to the books and records of the Surviving Corporation for the purpose of assuming the defense of any Third Party Claim pursuant to Section 8.3. The Shareholders agree that all Confidential or Proprietary Information shall not be disclosed by such Shareholders to any Person except as it shall be used by the Shareholders solely for the purposes set forth in this Section.