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 hereof through the Closing, Pillsbury and Diageo shall, and shall cause their respective Subsidiaries to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Mills may make reasonable investigations of the affairs of the Busine▇▇ ▇▇d the Business Entities. (b) From the date hereof through the Closing, General Mills shall, and shall cause its Subsidiaries to, afford to Diageo an▇ ▇▇▇geo's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of General Mills and its Subsidiaries, and their agents and consultants, subject ▇▇ ▇ny applicable Laws and compliance with any policies of General Mills and its Subsidiaries with respect to plant visits, in order tha▇ ▇▇▇geo may make reasonable investigations of the affairs of General Mills and its Subsidiaries. (c) Any information provided to ▇▇▇▇ral Mills or Diageo or their respective representatives pursuant to this ▇▇▇▇▇ment shall be subject to the terms of the Confidentiality Agreement dated April 6, 2000 between Diageo and General Mills (the "Confidentiality Agreement"). (d) Following the ▇▇▇▇▇ng, Diageo shall, and shall cause the Continuing Affiliates to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to any books and records retained by Diageo or the Continuing Affiliates that relate in part to the operations of the Business Entities (but that do not relate primarily to the operations of the Business Entities and are therefore not Books and Records that must be delivered to General Mills and its Subsidiaries), but such access need be given only with ▇▇▇▇▇ct to the portion of such books and records as are related to the operations of the Business Entities. Upon General Mills' request, Diageo shall, and shall cause the Continuing Affiliat▇▇ ▇▇, provide General Mills with copies of the portions of such books and records that rela▇▇ ▇▇ the operations of the Business Entities. (e) Following the Closing, General Mills shall, and shall cause its Subsidiaries to, (i) retain, for a p▇▇▇▇▇ of six years following the Closing, all Books and Records in the possession of the Business Entities as of the Closing or delivered pursuant to this Agreement and (ii) afford to Diageo and Diageo's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to any Books and Records in connection with matters that are the subject of indemnification under Section 9.2 or otherwise necessary for Diageo to comply with the terms of this Agreement or any applicable Law.

Investigation of Business; Access to Properties and Records. (a) From Subject to Section 5.2(b), from the date hereof through the Closing, Pillsbury and Diageo Nestle shall, and shall cause their respective NICC and its other Subsidiaries to, afford to General Mills Dreyer's and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Mills may make reasonable investigations of the affairs of the Busine▇▇ ▇▇d the Business Entities. (b) From the date hereof through the Closing, General Mills shall, and shall cause its Subsidiaries to, afford to Diageo an▇ ▇▇▇geoDreyer's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of General Mills the NICC Entities and, to the extent related to the Business, Nestle and its other Subsidiaries, and their agents and consultants, subject ▇▇ ▇ny to any applicable Laws and compliance with any policies of General Mills and its Subsidiaries the NICC Entities with respect to plant visits, in order tha▇ ▇▇▇geo that Dreyer's may make reasonable investigations of the affairs of General Mills and its Subsidiaries. (c) Any information provided to ▇▇▇▇ral Mills or Diageo or their respective representatives pursuant to this ▇▇▇▇▇ment shall be subject to the terms of the Confidentiality Agreement dated April 6, 2000 between Diageo and General Mills (the "Confidentiality Agreement"). (d) Following the ▇▇▇▇▇ng, Diageo shall, and shall cause the Continuing Affiliates to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to any books and records retained by Diageo or the Continuing Affiliates that relate in part to the operations of the Business Entities (but that do not relate primarily to and the operations of the Business Entities and are therefore not Books and Records that must be delivered to General Mills and its Subsidiaries), but such access need be given only with ▇▇▇▇▇ct to the portion of such books and records as are related to the operations of the Business Entities. Upon General Mills' request, Diageo shall, and shall cause the Continuing Affiliat▇▇ ▇▇, provide General Mills with copies of the portions of such books and records that rela▇▇ ▇▇ the operations of the Business NICC Entities. (eb) Following Subject to Section 5.2(b), from the date hereof through the Closing, General Mills Dreyer's shall, and shall cause its Subsidiaries to, (i) retain, for a p▇▇▇▇▇ of six years following the Closing, all Books and Records in the possession of the Business Entities as of the Closing or delivered pursuant to this Agreement and (ii) afford to Diageo Nestle and DiageoNestle's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of Dreyer's and its Subsidiaries, and their agents and consultants, subject to any Books applicable Laws and Records compliance with any policies of Dreyer's and its Subsidiaries with respect to plant visits, in connection with matters order that are Nestle may make reasonable investigations of the affairs of Dreyer's and its Subsidiaries. (c) Any information provided to Dreyer's or Nestle or their respective representatives pursuant to this Agreement shall be subject of indemnification under Section 9.2 or otherwise necessary for Diageo to comply with the terms of this the Confidentiality Agreement or any applicable Lawdated June 6, 2002 between Nestle and Dreyer's (the "Confidentiality Agreement"). If the Effective Time occurs, Nestle and Dreyer's agree that the Confidentiality Agreement shall terminate and be of no further force and effect and that information provided under the Confidentiality Agreement shall be covered by Section 7.01 of the Governance Agreement.

Investigation of Business; Access to Properties and Records. (a) From Subject to Section 5.2(b), from the date hereof through the Closing, Pillsbury and Diageo Nestle shall, and shall cause their respective NICC and its other Subsidiaries to, afford to General Mills Dreyer's and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Mills may make reasonable investigations of the affairs of the Busine▇▇ ▇▇d the Business Entities. (b) From the date hereof through the Closing, General Mills shall, and shall cause its Subsidiaries to, afford to Diageo an▇ ▇▇▇geoDreyer's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of General Mills the NICC Entities and, to the extent related to the Business, Nestle and its other Subsidiaries, and their agents and consultants, subject ▇▇ ▇ny to any applicable Laws and compliance with any policies of General Mills and its Subsidiaries the NICC Entities with respect to plant visits, in order tha▇ ▇▇▇geo that Dreyer's may make reasonable investigations of the affairs of General Mills and its Subsidiaries. (c) Any information provided to ▇▇▇▇ral Mills or Diageo or their respective representatives pursuant to this ▇▇▇▇▇ment shall be subject to the terms of the Confidentiality Agreement dated April 6, 2000 between Diageo and General Mills (the "Confidentiality Agreement"). (d) Following the ▇▇▇▇▇ng, Diageo shall, and shall cause the Continuing Affiliates to, afford to General Mills and General Mills' accountants, counsel and other representativ▇▇ ▇▇asonable acce▇▇ ▇▇ring regular business hours, upon reasonable advance notice, to any books and records retained by Diageo or the Continuing Affiliates that relate in part to the operations of the Business Entities (but that do not relate primarily to and the operations of the Business Entities and are therefore not Books and Records that must be delivered to General Mills and its Subsidiaries), but such access need be given only with ▇▇▇▇▇ct to the portion of such books and records as are related to the operations of the Business Entities. Upon General Mills' request, Diageo shall, and shall cause the Continuing Affiliat▇▇ ▇▇, provide General Mills with copies of the portions of such books and records that rela▇▇ ▇▇ the operations of the Business NICC Entities. (eb) Following Subject to Section 5.2(b), from the date hereof through the Closing, General Mills Dreyer's shall, and shall cause its Subsidiaries to, (i) retain, for a p▇▇▇▇▇ of six years following the Closing, all Books and Records in the possession of the Business Entities as of the Closing or delivered pursuant to this Agreement and (ii) afford to Diageo Nestle and DiageoNestle's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of Dreyer's and its Subsidiaries, and their agents and consultants, subject to any Books applicable Laws and Records compliance with any policies of Dreyer's and its Subsidiaries with respect to plant visits, in connection with matters order that are Nestle may make reasonable investigations of the affairs of Dreyer's and its Subsidiaries. (c) Any information provided to Dreyer's or Nestle or their respective representatives pursuant to this Agreement shall be subject of indemnification under Section 9.2 or otherwise necessary for Diageo to comply with the terms of this the Confidentiality Agreement or any applicable Lawdated June 6, 2002 between Nestle and Dreyer's (the "CONFIDENTIALITY AGREEMENT"). If the Effective Time occurs, Nestle and Dreyer's agree that the Confidentiality Agreement shall terminate and be of no further force and effect and that information provided under the Confidentiality Agreement shall be covered by Section 7.01 of the Governance Agreement.