Common use of Investigation of Business; Access to Properties and Records Clause in Contracts

Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, ▇▇▇▇▇▇▇▇ and Chevron shall cause P Chem and C Chem, respectively, to afford to representatives of the other Party reasonable access to their offices, properties, books and records, during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairs; PROVIDED, HOWEVER, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel or operations of ▇▇▇▇▇▇▇▇ or P Chem, or Chevron or C Chem, respectively. All requests for access to the offices, properties, books, and records relating to P Chem or C Chem shall be made to such representatives as may be designated in writing by ▇▇▇▇▇▇▇▇ or Chevron, as appropriate (the "Designated Representatives"), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither ▇▇▇▇▇▇▇▇ nor Chevron nor their respective representatives shall contact any of the employees, customers or suppliers of the other Party and its Subsidiaries, in connection with the transactions contemplated by this Agreement and the Amended LLC Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent shall not be unreasonably withheld. (b) Any information provided to a Party or its representatives pursuant to this Agreement or the Amended LLC Agreement shall be held by such Party and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement and the Amended LLC Agreement, as applicable. From and after the Closing, each Party shall, and shall cause its Affiliates to, maintain in confidence and not use nonpublic information of the other Party, except as otherwise specifically permitted by this Agreement or the Amended LLC Agreement or as required by law. (c) Except as contemplated by this Agreement and the Amended LLC Agreement, each of ▇▇▇▇▇▇▇▇ and Chevron agrees, and agrees to cause its representatives not to, until the earlier of the Closing or termination of this Agreement in accordance with its terms, not to (i) enter into any agreement with any third party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives, or any third party, regarding a transaction involving the sale of, or creation of a joint venture involving, all or any material portion of the operations of P Chem or C Chem, as applicable, or (ii) solicit, initiate or encourage offers in respect thereof. (d) The Company agrees to (i) hold all of the books and records of each of P Chem and C Chem existing on the Closing Date and not to destroy or dispose of any thereof for a period of four years from the Closing Date or such longer time as may be required by law, and, thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing, at least 60 days prior to such destruction or disposition, to surrender them to ▇▇▇▇▇▇▇▇ or Chevron, respectively, and (ii) following the Closing Date to afford ▇▇▇▇▇▇▇▇ and Chevron, their respective accountants and counsel, during normal business hours, upon reasonable notice, full access to such books and records to the extent that such access may be requested for any legitimate purpose at no cost to ▇▇▇▇▇▇▇▇ or Chevron (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of ▇▇▇▇▇▇▇▇' or Chevron's respective rights of discovery pursuant to any legal proceeding. The Company shall have the same rights, and ▇▇▇▇▇▇▇▇ and Chevron, respectively, the same obligations, as are set forth in this Section 6.1(d) with respect to any books, non-privileged records and employees of ▇▇▇▇▇▇▇▇ or Chevron pertaining to the Company and its Subsidiaries, with the exception of Tax Returns. The Company will provide additional information to the extent reasonably requested and required by ▇▇▇▇▇▇▇▇ or Chevron for a legitimate purpose.

Investigation of Business; Access to Properties and Records. Records Retention. ------------------ (a) From Between the date hereof and the Closing Date, each of this Agreement through the Closing, ▇▇▇▇▇▇▇▇ Company and Chevron Buyer shall cause P Chem and C Chem, respectively, to afford to representatives of the other Party party ("Respective Representatives") reasonable access to their respective offices, properties, books and records, records during normal business hours, hours in order that the other Party such party may have a full opportunity to make such investigations as it desires of the affairs of the other party and the Company and Buyer shall, and shall cause their affairsemployees and officers to furnish such data as is reasonably requested by the other party's representatives; PROVIDEDprovided, HOWEVERhowever, that such investigation shall be at reasonable times and upon reasonable prior written notice and shall not unreasonably disrupt the personnel or and operations of ▇▇▇▇▇▇▇▇ or P Chem, or Chevron or C Chem, respectivelythe other party. All requests for access to the offices, properties, books, and records relating to P Chem or C Chem shall be made to such representatives of the other party as may be designated such party shall designate in writing by ▇▇▇▇▇▇▇▇ or Chevronwriting, as appropriate (the "Designated Representatives"), which Designated Representatives who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither ▇▇▇▇▇▇▇▇ It is further understood and agreed that neither party nor Chevron nor their respective its representatives shall contact any of the employees, customers customers, suppliers, joint venture partners, or suppliers other associates or affiliates of the other Party and its Subsidiaries, party in connection with the transactions contemplated by this Agreement and the Amended LLC Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent party. No information or knowledge obtained in any investigation pursuant to this Section 4.1(a) shall not affect or be unreasonably withhelddeemed to modify any representation or warranty contained in this Agreement or any disclosure schedule or the conditions to the obligations of the parties to consummate the Stock Exchange. (b) Any Each of the Stockholders and the Company and Buyer will hold and will cause their respective employees, agents and representatives to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its legal counsel, by other requirements of law, all documents and information provided concerning the other party furnished to a Party it in connection with the transactions contemplated by this Agreement, and will not release or disclose such information to any other person, except its representatives pursuant to auditors, attorneys, financial advisors and other consultants and advisors in connection with this Agreement or who need to know such information. If the Amended LLC Agreement shall be held by such Party and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement and the Amended LLC Agreement, as applicable. From and after the Closing, each Party shall, and shall cause its Affiliates to, maintain in confidence and not use nonpublic information of the other Party, except as otherwise specifically permitted by this Agreement or the Amended LLC Agreement or as required by law. (c) Except as transactions contemplated by this Agreement and are not consummated, such confidence shall be maintained and, if requested by or on behalf of the Amended LLC Agreementfurnishing party, each of ▇▇▇▇▇▇▇▇ and Chevron agreesthe other party will, and agrees will use all reasonable efforts to cause its auditors, attorneys, financial advisors and other consultants, agents and representatives not to, until the earlier of the Closing or termination of this Agreement in accordance with its terms, not to (i) enter into any agreement with any third party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives, or any third party, regarding a transaction involving the sale of, or creation of a joint venture involving, all or any material portion of the operations of P Chem or C Chem, as applicable, or (ii) solicit, initiate or encourage offers in respect thereof. (d) The Company agrees to (i) hold all of the books and records of each of P Chem and C Chem existing on the Closing Date and not to destroy or dispose of any thereof for a period of four years from the Closing Date or such longer time as may be required by law, and, thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing, at least 60 days prior to such destruction or disposition, to surrender them to ▇▇▇▇▇▇▇▇ or Chevron, respectively, and (ii) following the Closing Date to afford ▇▇▇▇▇▇▇▇ and Chevron, their respective accountants and counsel, during normal business hours, upon reasonable notice, full access to such books and records return to the extent that such access may be requested for any legitimate purpose at no cost furnishing party or destroy all copies of written information so furnished to ▇▇▇▇▇▇▇▇ it or Chevron (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of ▇▇▇▇▇▇▇▇' or Chevron's respective rights of discovery pursuant to any legal proceeding. The Company shall have the same rights, its agents and ▇▇▇▇▇▇▇▇ and Chevron, respectively, the same obligations, as are set forth in this Section 6.1(d) with respect to any books, non-privileged records and employees of ▇▇▇▇▇▇▇▇ or Chevron pertaining to the Company and its Subsidiaries, with the exception of Tax Returns. The Company will provide additional information to the extent reasonably requested and required by ▇▇▇▇▇▇▇▇ or Chevron for a legitimate purposerepresentatives.

Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, Duke and Phillips shall cause the DEFS Subsidiaries and the PGC Subsidiaries, ▇▇▇▇▇▇▇▇ and Chevron shall cause P Chem and C Chem, respectively▇vely, to afford to representatives of the other Party reasonable access to their offices, properties, books and records, records during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairsaffairs (including Phase I environmental testing); PROVIDED, HOWEVER, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel or and operations of Duke or any of the DEFS Subsidiaries or Phillips or any of the PGC Subsidiaries, respectively. All requests f▇▇ ▇▇▇▇▇▇▇▇ or P Chem, or Chevron or C Chem, respectively. All requests for access s to the offices, properties, books, and records relating to P Chem the DEFS Subsidiaries or C Chem the PGC Subsidiaries shall be made to such representatives as may be designated in writing by Duke or Phillips, as appropriate (the "DESIGNATED REPRESENTATIVES"), which De▇▇▇▇▇▇▇▇ or Chevron, as appropriate (the "Designated Representatives"), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither ▇▇▇▇▇▇▇▇ Duke nor Chevron Phillips nor their respective representatives shall contact any of the employeesth▇ ▇▇▇▇▇▇ees, customers or suppliers of the other Party and its Subsidiaries, in connection with the transactions contemplated by this Agreement and the Amended LLC Governance Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent shall not be unreasonably withheld. (b) Any information provided to a Party or its representatives pursuant to this Agreement or the Amended LLC Governance Agreement shall be held by such Party and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement and the Amended LLC Agreement, as applicable. From and after the Closing, each Party shall, and shall cause its Affiliates to, maintain in confidence and not use nonpublic information of the other Party, except as otherwise specifically permitted by this Agreement or the Amended LLC Agreement or as required by law. (c) Except as contemplated by this Agreement and the Amended LLC Agreement, each of ▇▇▇▇▇▇▇▇ and Chevron agrees, and agrees to cause its representatives not to, until the earlier of the Closing or termination of this Agreement in accordance with its terms, not to (i) enter into any agreement with any third party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives, or any third party, regarding a transaction involving the sale of, or creation of a joint venture involving, all or any material portion of the operations of P Chem or C Chem, as applicable, or (ii) solicit, initiate or encourage offers in respect thereof. (d) The Company agrees to (i) hold all of the books and records of each of P Chem and C Chem existing on the Closing Date and not to destroy or dispose of any thereof for a period of four years from the Closing Date or such longer time as may be required by law, and, thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing, at least 60 days prior to such destruction or disposition, to surrender them to ▇▇▇▇▇▇▇▇ or Chevron, respectively, and (ii) following the Closing Date to afford ▇▇▇▇▇▇▇▇ and Chevron, their respective accountants and counsel, during normal business hours, upon reasonable notice, full access to such books and records to the extent that such access may be requested for any legitimate purpose at no cost to ▇▇▇▇▇▇▇▇ or Chevron (other than for reasonable out-of-pocket expenses); PROVIDED, HOWEVER, that nothing herein shall limit any of ▇▇▇▇▇▇▇▇' or Chevron's respective rights of discovery pursuant to any legal proceeding. The Company shall have the same rights, and ▇▇▇▇▇▇▇▇ and Chevron, respectively, the same obligations, as are set forth in this Section 6.1(d) with respect to any books, non-privileged records and employees of ▇▇▇▇▇▇▇▇ or Chevron pertaining to the Company and its Subsidiaries, with the exception of Tax Returns. The Company will provide additional information to the extent reasonably requested and required by ▇▇▇▇▇▇▇▇ or Chevron for a legitimate purpose.6.4

Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, Phillips and Chevron shall cau▇▇ ▇ ▇▇▇▇▇▇▇▇ and Chevron shall cause P Chem m and C Chem, respectively, to afford to representatives of the other Party reasonable access to their offices, properties, books and records, during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairs; PROVIDEDprovided, HOWEVERhowever, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel or operations of ▇▇▇▇▇▇▇▇ Phillips or P Chem, or Chevron or C Chevr▇▇ ▇▇ ▇ Chem, respectively. All requests for access to the offices, properties, books, and records relating to P Chem or C Chem shall be made to such representatives as may be designated in writing by ▇▇Phillips or Chevron, as appro▇▇▇▇▇▇ or Chevron, as appropriate (the "Designated Representatives"), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Phillips nor Chevron nor the▇▇ ▇▇▇▇▇▇▇▇ nor Chevron nor their respective ctive representatives shall contact any of the employees, customers or suppliers of the other Party and its Subsidiaries, in connection with the transactions contemplated by this Agreement and the Amended LLC Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent shall not be unreasonably withheld. (b) Any information provided to a Party or its representatives pursuant to this Agreement or the Amended LLC Agreement shall be held by such Party and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement and the Amended LLC Agreement, as applicable. From and after the Closing, each Party shall, and shall cause its Affiliates to, maintain in confidence and not use nonpublic information of the other Party, except as otherwise specifically permitted by this Agreement or the Amended LLC Agreement or as required by law. (c) Except as contemplated by this Agreement and the Amended LLC Agreement, each of Phillips and Chevron agrees, a▇▇ ▇▇▇▇▇▇▇▇ and Chevron agrees, and agrees s to cause its representatives not to, until the earlier of the Closing or termination of this Agreement in accordance with its terms, not to (i) enter into any agreement with any third party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives, or any third party, regarding a transaction involving the sale of, or creation of a joint venture involving, all or any material portion of the operations of P Chem or C Chem, as applicable, or (ii) solicit, initiate or encourage offers in respect thereof. (d) The Company agrees to (i) hold all of the books and records of each of P Chem and C Chem existing on the Closing Date and not to destroy or dispose of any thereof for a period of four years from the Closing Date or such longer time as may be required by law, and, thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing, at least 60 days prior to such destruction or disposition, to surrender them to Phillips or Chevron, respectiv▇▇▇, ▇▇▇▇▇ or Chevron, respectively, and d (ii) following the Closing Date to afford Phillips and Chevron, their r▇▇▇▇▇▇▇▇ and Chevron, their respective ▇e accountants and counsel, during normal business hours, upon reasonable notice, full access to such books and records to the extent that such access may be requested for any legitimate purpose at no cost to ▇▇▇▇Phillips or Chevron (other ▇▇▇▇ or Chevron (other than for ▇▇r reasonable out-of-pocket expenses); PROVIDEDprovided, HOWEVERhowever, that nothing herein shall limit any of Phillips' or Chevron's respe▇▇▇▇▇ ▇▇▇▇' or Chevron's respective rights ights of discovery pursuant to any legal proceeding. The Company shall have the same rights, and Phillips and Chevron, respec▇▇▇▇▇▇▇▇ and Chevron, respectively, the same obligations, as are set forth in this Section 6.1(d) with respect to any books, non-privileged records and employees of Phillips or Chevron pertainin▇ ▇▇▇▇▇▇ ▇▇▇ or Chevron pertaining to the Company and its Subsidiaries, with the exception of Tax Returns. The Company will provide additional information to the extent reasonably requested and required by ▇▇Phillips or Chevron for a legi▇▇▇▇▇▇ or Chevron for a legitimate purpose▇urpose.