Access and Due Diligence. The Company and the Shareholders have ------------------------ cooperated fully in permitting the Parent and its representatives to make a full investigation of the properties, operations and financial conditions of the Company and have afforded the Parent and its representatives reasonable access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments and personnel of the Company.
Access and Due Diligence. For a period of fifteen (15) calendar days from the Effective Date of this Agreement, Seller shall provide Buyer, its agents and employees, access to the Property for the purpose of conducting Due Diligence upon two (2) Business Days’ prior written notice to Seller, which shall require Buyer to schedule any inspection of the Property by contacting Xxx X. XxXxxx, Esq. or Xxxxxxxxx X. Xxxxxx, Esq. at 000-000-0000 and via email notice to xxx@xxxxxx.xxx and xxxxxxxxx@xxxxxx.xxx (the “Due Diligence Period”), at Buyer’s sole cost, liability and expense, (from which it shall indemnify and hold Seller harmless), feasibility, adequacy of drainage, environmental, engineering and topographic studies, inspections, surveys, soil analyses and all other studies, tests, inspections, analyses and surveys reasonably necessary in the opinion of Buyer to establish to Xxxxx’s satisfaction that the Property is suitable for Xxxxx’s intended use however the same shall not include invasive inspections, such as test borings without first obtaining Seller’s written consent which may be withheld in Seller’s sole and absolute discretion. If, within fifteen (15) calendar days after the execution of this Agreement, Xxxxx should determine that the Property is unsuitable, Buyer may, at its option, (i) accept the condition of the Property and proceed to Closing waiving any further contingencies; or, (ii) terminate this Agreement by notice in writing to Seller, in which event after the return of the Xxxxxxx Money Deposit to Buyer, neither party shall have any further obligations to the other hereunder. Should Buyer not exercise option (ii) within the fifteen (15) calendar days from the Effective Date, option (i) above shall be deemed to have been accepted by Buyer without any further notification.
Access and Due Diligence. Following the execution of this letter by both parties, AMA, its agents, representatives, lender(s), architect(s), engineer(s), and employees shall, after notification to Netwest, have access to the Property and the Project at any time during normal business hours and from time to time, at CarePlex's sole cost and expense, in order to perform such financial analyses, topographical and engineering surveys, environmental site assessments and other tests, surveys and studies of the Property and the Project as AMA may deem necessary or appropriate. AMA and/or CarePlex shall provide Netwest, upon reasonable request, with access or copies of all information, materials, records or other documents in connection with the Property or the Project. If AMA, in its sole discretion, is dissatisfied with the results of any such tests or inspections, or with the content of any of the documents, data or information obtained from Netwest, then AMA may terminate this letter by written notice to Netwest on or before 5:00 p.m. (Boston) on December 31, 1995 or such other date specified in the Joint Venture Agreement.
Access and Due Diligence. The Sellers shall (A) afford Buyer and Buyer's Representatives full access during normal business hours to all books and records of the Sellers or other information with respect to the Sellers (in connection with the HPAC Shares) and the HPAC Shares the Buyer reasonably requests and (B) use reasonable efforts to assist Buyer and Buyer's accountants, counsel and representatives to obtain full
Access and Due Diligence. Buyer shall be allowed to conduct such investigations of the Division and Acquired Assets as Buyer in its sole discretion deems necessary or desirable, including but not limited to operational results, condition of the Acquired Assets, legal, marketing and Tax matters, the Contracts, and the Target's relationship with customers and vendors generally. The Target will permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Target or the Division to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Division.
Access and Due Diligence. Prior to the Closing Date, and upon reasonable advance notice received from CCMA, IPS shall afford CCMA and its representatives full and free access, during regular business hours, to IPS' (with respect to Acquired Fund) and Acquired Fund's personnel, contracts, books and records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of IPS or Acquired Fund and furnish CCMA and its representatives with such additional financial, operating and other relevant data and information as CCMA or its representatives may reasonably request.
Access and Due Diligence. Between the date of this Agreement and the Closing Date, Sellers will (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to Sellers' personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request in each case to the extent related to the Business.
Access and Due Diligence. During the Due Diligence Period, the Port and Georgia-Pacific have been working to conduct due diligence with respect to the Property, and Georgia-Pacific has granted the Port access to the Property to conduct such inspections and other due diligence as the Port considers appropriate, given the length of the Due Diligence Period.
Access and Due Diligence. Prior to the Closing Date, the Company ------------------------ shall have afforded Xceed, Xceed's legal counsel and Xceed's auditors full and free access to the personnel, properties, contracts, financial statements, books, records and all other documents and data of the Company used and currently in use in the operation of the Company's business (the "Due Diligence Investigation").
Access and Due Diligence. (a) During the period commencing on the date hereof (the “Effective Date”) and continuing until the Closing Date or earlier termination of this Agreement, Purchaser may continue to conduct its review and due diligence of, and physically inspect, as applicable, the Properties in accordance with this Section 3. Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date, from time to time, upon the advance notice required and subject to the limitations described in Section 3(c), to (i) enter upon and pass through the Properties during normal business hours to examine and inspect the same and (ii) review, copy and inspect all books, records and financial statements of the Seller relating to the Properties. In the event that the Closing hereunder shall not occur for any reason whatsoever, Purchaser shall promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof.
(b) In conducting the inspection of the Properties and its due diligence review, Purchaser shall at all times comply with all applicable federal, state, county, parish and municipal constitutions, laws, statutes, codes, regulations, rules, ordinances, awards, decisions, injunctions, judgments, writs, decrees, orders, rulings, subpoenas, verdicts, regulations, principles of common law, or treaty guidelines (“Legal Requirements”), and neither Purchaser nor any of Purchaser’s Representatives shall (i) except as set forth in Section 3(c), contact or have any discussions with any of Seller’s, Master Tenant’s, or Master Tenant’s property manager’s employees or representatives (other than Seller’s attorneys), or with any tenants at, or contractors providing services to, any of the Properties, unless in each case Purchaser obtains the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, it being agreed that (x) all such contacts or discussions shall, pending any such reasonable approval, be directed to Xxxxxxxxx Xxxxxx, xxxxxxx@xxxxxxxxxxxxxxxxx.xxx, (000) 000-0000, and subsequent to such approval shall only be conducted if a representative of Seller is included in such contact and/or discussion, and (y) under no circumstances will Purchaser have the right to communicate with residents at any Property, (ii) unreasonably interfere with the ...
