Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, the Company shall afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times to the Company and the Company’s Representatives, properties, offices, plants and other facilities, and books and records relating to the Business and the Company, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business as the Buyer may reasonably request. (b) On the Closing Date, the Seller Parties will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the Company and the Business are stored, in each case, that are in the possession or under the control of the Company. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the Company or the Business, including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Company (including any “cloud” storage platform); provided, however, that Sellers may retain in their possession or under their control such documents, agreements, schedules, books, and records that pertain or relate to this Agreement or the Transaction. If, notwithstanding the foregoing, a Seller Party discovers following the Closing Date that it is in possession of or has under its control any agreements, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Business or the Company are stored, the Seller Party shall (x) deliver to the Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 6.2(b) and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, the Company shall afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times to the Company and the Company’s Representatives, properties, offices, plants and other facilities, and books and records relating to the Business and the Company, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business as the Buyer may reasonably request. (b) On the Closing Date, the each Seller Parties will shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records records, files and other information, and all computer disks, records or records, tapes or and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case, relating to the Company business and operations of the Business are stored, in each caseCompany, that are in the possession of or under the control of such Seller, in each case to the extent not necessary or incident to ▇▇▇▇▇▇’▇ continuing employment with the Company. Following the Closing DateClosing, in the Sellers event ▇▇▇▇▇▇’▇ employment with the Company is terminated for any reason (including, for the avoidance of doubt, upon expiration of the term of any then-current employment agreement or similar arrangement), no Seller shall not retain in their its possession or under their its control, in any form, any agreements, documents, or books and records, files or other information, or any computer disks, records or records, tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information information, relating to the business and operations of the Company (including any personal or other information stored on any media by any employees of the BusinessCompany), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Company any Seller (including any “cloud” storage platform); provided, however, that Sellers may retain in their possession or under their control such documents, agreements, schedules, books, and records that pertain or relate to this Agreement or the Transaction. If, notwithstanding the foregoing, a Seller Party discovers following such termination of ▇▇▇▇▇▇’▇ employment with the Closing Date Company for any reason, that it such Seller is in possession of or has under its control any agreementssuch items, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Business or the Company are stored, the such Seller Party shall (x) deliver to the Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 6.2(b) items and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. (b) For a period of seven years after the Closing, Buyer will cause the Company to provide the Seller Representative and its Representatives with reasonable access (for the purpose of examining and copying, at the Seller Representative’s expense), upon reasonable prior written notice and during normal business hours, to the personnel, books and records of the Company with respect to periods or occurrences prior to or on the Closing Date in connection with this Agreement or the transactions contemplated hereby. Buyer shall notify the Seller Representative in writing at least 10 days in advance of destroying, altering or otherwise disposing of any books and records of the Company or any portions thereof prior to the seventh anniversary of the Closing Date, relating to periods prior to the Closing Date, in order to provide to the Seller Representative the opportunity to copy such books and records in accordance with this Section 5.1. Notwithstanding the foregoing, neither Buyer nor the Company shall be required to provide access to any information to the Seller Representative and its Representatives if (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws (including any COVID-19 Measures), fiduciary duty or binding agreement entered into prior to the date hereof, or (iii) following the termination of ▇▇▇▇▇▇’▇ employment with the Company for any reason (including, for the avoidance of doubt, upon expiration of the term of any then-current employment agreement or similar arrangement) the information to be accessed should not be disclosed due to its competitively sensitive nature.

Covenants Regarding Information. (a) From the date hereof until the Closing Date, the Sellers shall, and shall cause Blocker, the Company shall and its Subsidiaries, and their respective Representatives, to, afford the Buyer and its Representatives reasonable complete access (including for inspection and copying) at all reasonable times during normal business hours, and with reasonable prior notice to the Company and the Company’s Representatives, properties, offices, plants and other facilities, and books and records relating to of Blocker, the Business Company and the Companyeach of its Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business as the Buyer may reasonably request. Notwithstanding anything in this Section 5.2 to the contrary, no such investigation or examination shall involve any invasive or intrusive investigation or testing or shall be permitted to the extent that it would require the Sellers to disclose information (i) subject to attorney-client privilege, (ii) which would conflict with any confidentiality obligations to which the Sellers or any member of the Company Group are bound, (iii) in violation of applicable Law, or (iv) that forms a part of the analysis of this Agreement and the transactions contemplated hereby by the Sellers or the Company Group. (b) On the Closing Date, the Seller Parties Sellers will deliver deliver, or cause to be delivered delivered, to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of Blocker, the Company and the Business its Subsidiaries are stored, in each case, that are in the possession or under the control of the CompanySellers. Following the Closing Date, the Sellers shall not retain in their its possession or under their its control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the business and operations of Blocker, the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or the Businessany of its Subsidiaries), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of the Company Sellers (including any “cloud” storage platform); provided, however, that Sellers may retain in their possession or under their control such documents, agreements, schedules, books, and records that pertain or relate to this Agreement or the Transaction. If, notwithstanding the foregoing, a Seller Party discovers the Sellers discover following the Closing Date that it is they are in possession of or has have under its their control any agreements, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Business or business and operations of Blocker, the Company and its Subsidiaries are stored, the Seller Party Sellers shall (x) deliver to the Buyer any such information which may not have been previously delivered pursuant to the first sentence of this Section 6.2(b5.2(b) and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicable. (c) Notwithstanding the provisions of Section 5.2(b), the Sellers shall not be required to deliver information to the Buyer to the extent disclosure of such information would (i) jeopardize any attorney-client privilege, protection under the work product doctrine or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof.

Covenants Regarding Information. (a) From the date execution hereof until through the Closing Date, the MBS Parties shall, and shall cause the Company shall and its Subsidiaries to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times to the Company and the Company’s Representatives, properties, offices, plants and other facilities, and books and records relating to of the Business Company and the Companyeach of its Subsidiaries (including for (i) inspection and copying of documents and (ii) inspection of mechanical equipment and Software), and shall furnish the Buyer with such financial, operating and other data and information in connection with the Business as the Buyer may reasonably request; provided, that (x) such access shall be conducted in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries and (y) such access shall not, based on advice of counsel to the Company, result in the waiver of any attorney-client privilege; provided, further, that the parties hereto shall cooperate in seeking to find a way, including making substitute arrangements, to allow such access to, and disclosure of, such information in a manner which would not (w) interfere with the businesses or operations of the Company and its Subsidiaries or (z) in the good faith belief of the Company, after consultation with counsel, reasonably be likely to result in the waiver of any such any attorney-client privilege. (b) On the Closing Date, the Seller MBS Parties will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of the Company and the Business its Subsidiaries are stored, in each case, that are not on the property of the Company or any of its Subsidiaries and that are in the possession of one or under the control more of the CompanyMBS Parties. Following the Closing Date, none of the Sellers MBS Parties shall not retain in their its possession or under their its control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or the Businessany of its Subsidiaries), including any of the foregoing that is stored on any server or other storage media maintained by a third party on behalf of any of the Company MBS Parties (including any “cloud” storage platform); providedprovided that, howeverupon reasonable notice, that Sellers may retain in their possession or under their control the Designated Representative shall be entitled to reasonable access to such documents, agreements, schedules, bookspre-Closing records, and records that pertain or relate shall be entitled to this Agreement or the Transaction. Ifmake copies thereof, notwithstanding the foregoing, a Seller Party discovers following the Closing Date that it is in possession of or has under its control any agreements, documents, or books and records or any computer disks, records or tapes or any other storage medium on which any agreements, documents, books and records, files and other information relating to the Business extent necessary for preparation of Tax returns or the Company are stored, the Seller Party shall (x) deliver to the Buyer defend or prosecute any such information which may not have been previously delivered pursuant to the first sentence of this Section 6.2(b) and (y) thereafter permanently delete and erase all such information (including all copies thereof) in its possession or under its control as soon as reasonably practicableAction.