Access and Inquiry Sample Clauses

Access and Inquiry. Between the date of this Agreement and the Closing, the Buying Companies shall have reasonable access to the facilities of the Coatings Business and will, upon request, be permitted to contact and make reasonable inquiry of employees of the Dexter Coatings Companies regarding the Coatings Business, Acquired Assets and Acquired Liabilities. Except for the details of any trade secrets or other sensitive intellectual property, Dexter shall, and shall cause the other Dexter Coatings Companies to, make available to the Buying Companies all books, records, and other financial data and files of the Dexter Coatings Companies relating directly to the Coatings Business, Acquired Assets and Acquired Liabilities, to the extent reasonably requested by any Buying Company. Buyer, on behalf of itself and the other Buying Companies, acknowledges that the terms of the Confidentiality Agreement shall apply to information gained by Buyer or any other Buying Company pursuant to the foregoing.
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Access and Inquiry. Prior to the Closing, except for books, records and information constituting or related solely to the Retained Liabilities, Seller shall provide Purchaser with such information or access as Purchaser may from time to time reasonably request with respect to the Assets (other than the customer list which shall be provided only upon the terms set forth in Section 1.1(g) above). Any disclosure whatsoever during such investigation by Purchaser shall not constitute an enlargement of or additional warranties or representations of Seller beyond those specifically set forth in this Agreement.
Sample 1
Access and Inquiry. Between the date of this Agreement and the Closing, the Buying Companies shall have reasonable access to the facilities of the Subject Business and will, upon request, be permitted to contact and make reasonable inquiry of employees, customers, suppliers, vendors and other contractors of the Selling Companies and the Amicon Companies regarding the Subject Business, the Total Subject Assets, the Total Subject Liabilities, the Amicon Companies Assets and the Amicon Companies Liabilities. The Selling Companies shall, and shall cause the Amicon Companies to, make available to the Buying Companies all books, records, and other financial data and files of the Selling Companies and the Amicon Companies relating directly to the Subject Business, the Total Subject Assets, the Total Subject Liabilities, the Amicon Companies Assets and the Amicon Companies Liabilities, to the extent reasonably requested by any Buying Company. The Buying Companies acknowledge that the terms of Buyer's letter agreement on confidentiality with respect to the Subject Business executed in favor or Grace shall apply to information gained by any Buying Company pursuant to the foregoing.
Sample 1
Access and Inquiry. 36 8.02 BULK TRANSFER...........................................................................36 8.03 XXXX-XXXXX-XXXXXX ACT...................................................................36 8.04 PERMITS.................................................................................37 8.05
Sample 1
Access and Inquiry. Between the date of this Agreement and the Closing, Sellers shall give Buyer reasonable access to the facilities of the CCS Group and Buyer will be permitted to contact and make reasonable inquiry of employees and customers of CCS regarding the Business, Assets and Assumed Liabilities. Sellers shall make available to Buyer all books, records, and other financial data and files of the CCS Entities. Buyer acknowledges that the terms of the Confidentiality Agreement shall apply to information obtained pursuant to this Section.
Sample 1
Access and Inquiry. 7.4.1. The Sellers shall make available to the Purchaser all relevant books, records, purchasing and other financial and operational data and files of the Sellers, to the extent existing, and relating to the Ongoing Activities, Acquired Assets and the Assumed Liabilities to the extent reasonably requested by the Purchaser.
Sample 1
Access and Inquiry. Subject to the terms of this Agreement and any outstanding confidentiality obligations, all of which are set forth on Schedule 6.1, Purchaser and/or its authorized representatives, at reasonable times, shall have access to, at Purchaser's expense, all of the Assets, including without limitation, placing an employee of Purchaser on any real property where any
Sample 1
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Related to Access and Inquiry

  • Access and Investigation During the Pre-Closing Period, GHX shall (and shall cause its Subsidiaries to): (a) provide the Stockholder and the Stockholder’s Representatives with reasonable access during normal business hours, upon reasonable notice to GHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries; and (b) provide or make available to the Stockholder and the Stockholder’s Representatives such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Stockholder may reasonably request. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or the Stockholder, as applicable, in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this Agreement.

  • Access and Information (a) From the date hereof until the Closing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the Employees, each Specified Business, the Friendco Business, Assets that will be Transferred Assets as of the Closing and the Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transaction or the Exchange as Buyer from time to time reasonably requests, including, subject to Section 5.11, by providing to Buyer or its accountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, stockholders’ equity and cash flows for the Parent Business (in each case, if requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including instructing its accountants to give Buyer access to their work papers; provided, however, that in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

  • Access and Inspection It shall allow the employees and representatives of the Agent, during normal business hours, to have access to and inspect the assets of the members of the VL Group, to inspect and take extracts from or copies of the books and records of the members of the VL Group and to discuss the business, assets, liabilities, financial position, operating results or business prospects of the members of the VL Group with the principal officers of the members of the VL Group and, after obtaining the approval of the Borrower which shall not be unreasonably withheld, with the auditors of the Borrower.

  • Information and Inspection Pledgor shall (i) promptly furnish Bank any information with respect to the Collateral requested by Bank; (ii) allow Bank or its representatives to inspect and copy, or furnish Bank or its representatives with copies of, all records relating to the Collateral and the Obligation; and (iii) promptly furnish Bank or its representatives with any other information Bank may reasonably request.

  • 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 to Premises and Information At reasonable times prior to the Closing Date, the Seller will provide the Purchaser and its representatives with reasonable access during business hours to the assets, titles, contracts and records of the Seller and furnish such additional information concerning the Seller's business as the Purchaser from time to time may reasonably request.

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • Information and Inspection Rights The Company shall permit, and shall cause each of its Subsidiaries to permit, the Purchaser, its representatives or any independent auditor or legal counsel appointed by the Purchaser, during normal business hours following reasonable notice by the Purchaser to the Company, to (i) visit and inspect any of the properties of the Company or any of its Subsidiaries, (ii) examine the books of account and records of the Company or any of its Subsidiaries, and (iii) discuss the affairs, finances and accounts of the Company or any of its Subsidiaries with the directors, officers, and management employees of the Company or any of its Subsidiaries.

  • Access and Examination 39 7.7 Insurance..........................................................................................39 7.8

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

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