Access and Cooperation. Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.
Access and Cooperation. A Member shall cooperate with the Exchange and procure for the Exchange or the duly appointed Person:
(a) access to its premises or its Affiliates’ premises, as applicable, to carry out on-site inspections during normal business hours;
(b) access to the appropriate person for any queries or interviews which the Exchange or the duly appointed Person wishes to conduct in connection with its audit;
(c) any information or documents which the Exchange or the duly appointed Person considers appropriate for the purpose of investigations; and
(d) its Customers’ full cooperation with the Exchange.
Access and Cooperation. After the Closing Date, Purchaser and Seller shall (a) each cooperate fully with the other as to all Third Party Claims, shall make available to the other, as reasonably requested, all information, records and documents relating to all Third Party Claims and shall preserve all such information, records and documents until the termination of any Third Party Claim, and (b) make available to the other, as reasonably requested and at its own cost and expense, personnel (including technical and scientific), agents and other representatives who are responsible for preparing or maintaining information, records or other documents, or who may have particular knowledge, with respect to any Third Party Claim.
Access and Cooperation. (a) The Company shall, and shall cause the Company Parties and their Affiliates to: (i) provide the GTY Parties and their respective representatives full access to key personnel, books, records, facilities, properties, customers, suppliers, records, Contracts, documents and data of the Company Parties and the Business, and (ii) furnish the GTY Parties and their respective representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as they may reasonably request; provided, that such access, investigations and inquiries by or on behalf of the GTY Parties shall (x) be given at reasonable times and upon prior written notice, and (y) during normal business hours and without undue interference with normal operations or customer or employee relations.
(b) All information disclosed by or to any Party, any Company Party or any GTY Party, or any of their respective agents and representatives, pursuant to this Agreement shall be kept confidential in accordance with the confidentiality agreement, dated June 18, 2018, as amended (the “Confidentiality Agreement”), between GTY and the Company. Notwithstanding anything herein or therein to the contrary, the Company and the OC Holders’ Representative (i) shall be permitted to disclose information as required by law or to employees or advisors of the OC Holders’ Representative or the Company, and to the OC Holders, in each case who have a need to know such information, on the condition that such persons are subject to confidentiality obligations with respect thereto, (ii) may share information in connection with the information statement or to the extent reasonably necessary and appropriate to secure consents and approvals required under this Agreement and (iii) any obligation to return or destroy information shall be tolled until the fulfillment of the OC Holders’ Responsibilities hereunder; provided, however, if the OC Holders’ Representative must disclose Confidential Information as required by law, the OC Holders’ Representative will provide prompt advance written notice to GTY prior to disclosing such Confidential Information so that GTY may seek an appropriate order or other remedy protecting such Confidential Information from disclosure or waive compliance with the terms of this Section 4.4(b) in writing, and the OC Holders’ Representative will reasonably cooperate with GTY to obtain such protective order or other remedy.
(c) In the event and for so long as any Part...
Access and Cooperation. From and after the Closing Date, the parties shall take the following measures in order to facilitate the timely and cost-effective performance of their obligations pursuant to either (x) any environmental transfer Laws ("Transfer Obligations") or (y) the Seller's Remediation pursuant to Section 14.4(b)(C)(ii) ("Seller's Remediation"), in each case concerning any particular property that is either Owned Real Property or Leased Real Property ("Subject Property"):
(a) The Seller, and those persons and entities acting at the direction of the Seller, may enter upon and use the Subject Property, at reasonable times and with reasonable notice, including use of roads and driveways, for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation.
(b) The Seller may undertake on the Subject Property such Remediation as the Seller, in the Seller's judgment reasonably exercised, deems necessary for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation, provided that such Remediation is in accordance with the standards set forth Sections 14.4(b)(B)(i) and (iii) hereof, and provided that the Seller gives the applicable Purchaser reasonable advance notice of such Remediation.
(c) The Seller shall perform all Remediation at the Subject Property in compliance with all Laws, including without limitation, Environmental Laws and in such a manner as to minimize, to the extent practicable, damage to the Subject Property (including to the improvements, fixtures and appurtenances thereon) and the disruption of or interference with the applicable Purchaser's use of the Subject Property (including the improvements, fixtures and appurtenances thereon).
(d) To the extent reasonably requested by the Seller, the applicable Purchaser shall: (i) reasonably cooperate with the Seller in all Remediation; (ii) provide reasonable on-site services and support to the Seller's Remediation; (iii) make officers and employees of such Purchaser reasonably available to meet on- or off-site with the Seller and its environmental consultants and other representatives on matters relating to Remediation; (iv) make officers and employees of such Purchaser available to meet with federal, state and local environmental regulatory officials when and as requested by such officials or as reasonably requested by the Seller; (v) provide the Seller reasonable access to and copies of such documents, records and other data of such Pu...
Access and Cooperation. Customer will provide NAVITAIRE with access to and use of its data, internal resources, and facilities, and shall otherwise cooperate with NAVITAIRE as reasonably required by NAVITAIRE, in connection with the implementation and provision of Hosted Services. NAVITAIRE will reasonably coordinate such requirements with Customer.
Access and Cooperation. The Company, the Plan, as applicable, and the Insurer will provide the other and their Representatives with reasonable access during normal business hours to examine and will provide copies of (a) the work papers and files related to the preparation of, or support for, the calculations and valuations contemplated by this Article II and (b) the relevant books and records of the Insurer, the Company or the Plan, as applicable, and to discuss with the Insurer’s or the Company’s, as applicable, employees and Representatives involved with respect thereto; provided, however, that notwithstanding anything to the contrary set forth herein, (i) the Insurer will not have any obligation to provide the Company and its Representatives with access to any [ * * * ] with respect to the Priced Lives or any work papers or other information that discloses or reveals such [ * * * ], nor will the Company or any of its Representatives attempt to derive, directly or indirectly, any such [ * * * ] from any other information provided to the Company, the Company’s Affiliates or Representatives or the Company’s Affiliates’ Representatives and (ii) the Company will not have any obligation to provide the Insurer or its Representatives with any work papers of its certified public accountants. If, notwithstanding the foregoing, the Company or any of its Representatives obtain any such [ * * * ], whether directly or indirectly, or through a process of derivation, the Company will and will direct its Representatives to not use such information and to destroy (and certify to the Insurer destruction of) such information and to otherwise transfer any rights in such information to the Insurer.
Access and Cooperation. (a) During the period from the date of this Agreement until the Closing Date, the Sellers will permit the Buyer and its representatives reasonable access on reasonable notice during normal business hours to the business and operations, properties, personal property, personnel, books and records, contracts and commitments of the Fastener Business, the Fastener Business Assets and the Assumed Fastener Business Liabilities (including the access to customers of the Fastener Business, provided that such access is strictly to facilitate the obtaining of any Government approvals), including the right to make copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Fastener Business to consult as reasonably requested by the Buyer on a regular basis with such representatives of the Buyer and to discuss the ongoing operations of the Fastener Business including with respect to environmental matters. The Parent will promptly notify the Buyer of any significant change in the normal course of the Fastener Business and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by or of any Government entity, or the institution or threat of any significant litigation, in each case involving the Fastener Business, and will keep the Buyer fully informed of such events and permit the Buyer's representatives access to all material prepared in connection therewith. In the event that any record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege, or other legal restriction or privilege, the Sellers and the Buyer will endeavor to find means of disclosing as much information as practicable that is needed by the Buyer to prepare for the transfer of the Fastener Business, but the Sellers will not be obligated to breach such restriction or privilege. All information given or obtained by the Buyer and its representatives pursuant to this Section 5.3 shall be subject to the terms of the Confidentiality Agreement, dated December 17, 2001, between the Buyer and the Parent (the "Confidentiality Agreement"). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses...
Access and Cooperation. OWNER shall (a) provide CONTRACTOR rights of ingress and egress to the Site for CONTRACTOR and its Subcontractors as may be reasonably necessary for the performance of the Work; (b) provide all such information, cooperation and access as may be reasonably requested by CONTRACTOR for the performance of the Work; and (c) provide reasonably necessary laydown and storage areas as requested by CONTRACTOR.
Access and Cooperation. (a) After the date hereof and before the Closing, upon reasonable written notice, the Sellers shall furnish or cause to be furnished to Purchaser and its employees, counsel, auditors and other representatives access to, during normal business hours, such properties, books, records, information and assistance relating to the Business or the Acquired Assets, including access to officers and employees, customers, suppliers, advisors and agents of the Sellers, as is reasonably requested (it being understood that the parties shall cooperate in transferring certain essential books, records and information before the Closing in order to facilitate Purchaser’s ability to immediately operate the Business upon the Closing); provided, that any such access shall not unreasonably interfere with the conduct of the business of the Sellers.
(b) After the Closing Date, upon reasonable written notice, Purchaser and the Sellers shall furnish or cause to be furnished to each other, as promptly as practicable, such information and assistance (to the extent within the control of such party or their Affiliates) relating to the Business or the Acquired Assets (including access to books and records) as is reasonably requested for the filing of all Tax Returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding related to any Tax Return. The Sellers and Purchaser shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes related to the Acquired Assets. Purchaser shall retain the books and records relating to Taxes of the Sellers included in the Acquired Assets for a period of seven years after the Closing Date. After the end of such seven-year period, before disposing of such books or records, Purchaser shall give notice to such effect to the Seller and shall give the Seller, at the Seller’s cost and expense, an opportunity to remove and retain all or any part of such books or records as the Seller may select.
(c) Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 4.11. Neither party shall be required by this Section 4.11 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.
