2Access to Information Sample Clauses
The "Access to Information" clause establishes the right of one party to obtain relevant documents, records, or data from the other party during the course of their relationship. Typically, this clause outlines the types of information that must be made available, the process for requesting access, and any limitations or confidentiality requirements that apply. Its core practical function is to ensure transparency and facilitate oversight or compliance by granting necessary access to information, thereby reducing the risk of misunderstandings or disputes.
2Access to Information. (a) During the Interim Period, the Company shall, and shall cause each Company Subsidiary to, (i) give Parent and its authorized Representatives reasonable access during normal business hours, and upon reasonable advance notice, to all properties, facilities, personnel and books and records of the Company and each Company Subsidiary solely for purposes of furthering the transactions contemplated by this Agreement and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary; (ii) permit such inspections as Parent may reasonably require solely for purposes of furthering the transactions contemplated by this Agreement and promptly furnish Parent with such financial and operating data and other information with respect to the business, properties and personnel of the Company and each Company Subsidiary as Parent may reasonably request solely for purposes of furthering the transactions contemplated by this Agreement; and (iii) facilitate reasonable access to all Owned Real Property in order to prepare or cause to be prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other environmental assessments that do not involve invasive testing or sampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to any Owned Real Property that Parent deems to be reasonably necessary; provided that all such access will be coordinated through the Company or its designated Representatives, in accordance with such reasonable procedures as they may establish; provided, further, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes in good faith that doing so would be reasonably likely to (A) result in a risk of loss or waiver of attorney-client privilege, attorney work product or other legal privilege, (B) violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any Contract to which the Company or any Company Subsidiary is party or (C) breach, contravene or violate any applicable Law (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in claus...
2Access to Information. In accordance with s 121 of the Government Information (Public Access) ▇▇▇ ▇▇▇▇: You must, within 7 days of receiving a written request by Juvenile Justice, provide Juvenile Justice with immediate access to the following information contained in records held by you: information that relates directly to the performance of the services provided to Juvenile Justice by you pursuant to this funding agreement; information collected by you from members of the public to whom it provides, or offers to provide, the services pursuant to this funding agreement; and information received by you from Juvenile Justice to enable it to provide the services pursuant to this funding agreement. For the purposes of subclause 8.2, information does not include: information that discloses or would tend to disclose your financing arrangements, financial modelling, cost structure or profit margin; information that you are prohibited from disclosing to Juvenile Justice by provision made by or under any Act, whether of any State or Territory, or of the Commonwealth; or information that, if disclosed to Juvenile Justice, could reasonably be expected to place you at a substantial commercial disadvantage in relation to Juvenile Justice, whether at present or in the future. You will provide copies of any of the information in subclause 8.2, as requested by Juvenile Justice, at your own expense. Any failure by you to comply with any request pursuant to subclause 8.2 will be considered a breach of an essential term of this Agreement and will allow Juvenile Justice to terminate the Agreement by providing notice in writing of its intention to do so with the termination to take effect 7 days after receipt of the notice. Once you receive the notice, if it fails to remedy the breach within the 7 day period to the satisfaction of Juvenile Justice, then the termination will take effect 7 days after receipt of the notice.
2Access to Information. (a) From and after the Closing, Sellers shall grant to Purchaser (or its designees) access at all reasonable times to all of the information, books and records relating to the Assets within the possession of Sellers to the extent reasonably necessary to permit Purchaser (or its designees) to prepare Tax Returns, to conduct negotiations with Tax authorities, and to implement the provisions of, or to investigate or defend any claims between the Parties arising under, this Agreement.
(b) From and after the Closing, Purchaser shall grant to Sellers (or Sellers’ Designees) access at all reasonable times to all of the information, books and records relating to the Assets within the possession of Purchaser to the extent reasonably necessary to permit Sellers (or its Sellers’ Designees) to prepare Tax Returns, to conduct negotiations with, or contest deficiencies asserted by, Tax authorities, and to implement the provisions of, or to investigate or defend any claims between the Parties arising under, this Agreement.
(c) Each of the Parties will preserve and retain all material schedules, work papers and other documents within the Party’s possession relating to any Tax Returns in respect of Taxes attributable to the Assets or to any claims, audits or other proceedings affecting the Assets until the expiration of the statute of limitations (including extensions) applicable to the taxable period to which such documents relate or until the final determination of any controversy with respect to such taxable period, and until the final determination of any payments that may be required with respect to such taxable period under this Agreement.
(d) At Purchaser’s or Sellers’ request, the other Party shall provide reasonable access to Purchaser or Sellers, as the case may be, and their respective Affiliates’ personnel who have knowledge of the information described in this Section 11.2.
2Access to Information. During the Interim Period, Vendor shall, and shall cause the Corporation to:
(a) afford Purchaser and its Representatives full and free access to and the right to inspect all of the Assets, premises, Books and Records, Contracts and other documents and data related to the Corporation;
(b) furnish Purchaser and its Representatives with such financial, operating and other data and information related to the Corporation as Purchaser or any of its Representatives may reasonably request; and
(c) instruct the Representatives of Vendor and the Corporation to cooperate with Purchaser in its investigation of the Corporation. Without limiting the foregoing, Vendor shall permit Purchaser and its Representatives to conduct Environmental due diligence of the Corporation and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Corporation and the Real Property. Any investigation under this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. No investigation by Purchaser or other information received by Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Vendor in this Agreement.
2Access to Information. The Company may withhold information or materials from the Observer that are subject to attorney-client privilege or other applicable privilege or relate to matters where the Observer’s presence would result in a conflict of interest, including, for example, discussions involving transactions or issues directly related to the Observer, or where the subject matter relates to a potential conflict of interest between the Company, on one hand, and the Observer and/or Korea Zinc, on the other hand.
2Access to Information. The Investor or its representative during the course of this transaction, and prior to the purchase of any Shares, has had the opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the offering of the Shares, and to obtain any additional information, documents, records and books relative to the Company, its business, necessary to make an informed investment decision relative to the financial data and business of the Company.
2Access to Information. During the Pre-Closing Period, the Seller Parties and the Company shall afford Purchaser and its personnel, accountants, counsel and other Representatives, subject to applicable Legal Requirements, reasonable access during normal business hours and on reasonable advance notice to the properties, books and records and all other existing information concerning the business, properties and personnel of the Seller Parties and the Company as Purchaser may reasonably request; provided, however, that in exercising access rights under this Section 4.2, Purchaser shall not be permitted to interfere unreasonably with the conduct of the Business of the Company. Purchaser shall hold information received pursuant to this Section 4.2 in confidence in accordance with the terms of the Confidentiality Agreement.
2Access to Information. From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIII, the Company Owners shall afford to LIFD and LIFD’s representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the Business, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and Oculus CRS, LLC, excepting only as might contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such contravention), provided that such access shall not affect the representations, warranties, covenants, or agreements of the Company and the Company Owners contained herein, nor limit or otherwise affect the remedies available to LIFD and Lifted pursuant to this Agreement.
2Access to Information. (a) From the date of this Agreement until the Closing Date (or until earlier termination of this Agreement in accordance with its terms), upon reasonable prior notice and subject to applicable restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, and except as determined in good faith by Seller to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, Seller shall (i) afford the Representatives of Buyer reasonable access, during normal business hours, to the books and records that will be Transferred Records and Transferred Regulatory Documentation and (ii) furnish to the Representatives of Buyer such additional information primarily related to the Business, the Transferred Assets, the Assumed Liabilities or the Product as reasonably requested from Buyer from time to time for purposes of consummating the transactions contemplated by this Agreement and preparing to operate the Buyer Business following Closing or the expiration of the Manufacturing Services Agreement or the Transition Services Agreement; provided, however, that the provision of such access and such data and information shall be conducted in a manner as to not (i) jeopardize the health and safety of any employee of Seller, including in light of COVID-19 (taking into account any COVID-19 Measures) or (ii) unreasonably interfere with any of the businesses, personnel or operations of Seller, including Internal Compliance Codes; provided, further, however, subject to Section 8.8, that the auditors and accountants of Seller or its Subsidiaries, as applicable, shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except as provided in Section 7.3, in the ordinary course of business consistent with past practice or for such parties for whom Seller provides prior written consent (not to be unreasonably withheld, conditioned or delayed), neither Buyer, its Affiliates nor any of their respective Representatives shall contact any employees o...