Access and Investigations. If an Event of Default is continuing each Obligor shall (and shall ensure that each Group Company will) permit the Agent and/or accountants or other professional advisers and contractors of the Agent free access at all reasonable times and on reasonable notice at the risk and cost of the relevant Group Company to (a) the premises, assets, books, accounts and records of each Group Company and (b) meet and discuss matters with the senior management of the Group.
Access and Investigations. (a) Upon reasonable notice and whether during or after the due diligence periods provided for in Sections 8.3(a) and 8.4(a), each of Mid Am and Citizens agrees to (and shall cause each of its subsidiaries to) afford the other party's Representatives access, during normal business hours throughout the period until the Closing Date, to its properties, books, contracts and records and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to the other party all material information concerning its business, properties and personnel as may reasonably be requested. Neither Citizens nor Mid Am nor any of their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of such party's customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule regulation, order, judgment or decree or any binding agreement entered into prior to the date of this Plan. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply.
(b) Each party agrees, and will cause its respective Representatives not to, use any information obtained from the other party (or such other party's affiliates or Representatives), pursuant to this Section 6.7 or otherwise, for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Each party will keep, and will cause its Representatives to keep, all information and documents obtained from the other party pursuant to this Section 6.7 or during the investigation leading up to the execution of this Plan confidential unless such information (i) was already known to such party, (ii) becomes available to such party from other sources not known by such party to be bound by a confidentiality obligation, (iii) is disclosed with the prior written approval of the party to which such information pertains or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the party which furnished the same.
Access and Investigations. (a) Between the date of this Agreement and the Closing Date, the Company and its Representatives will, during normal business hours: (i) afford Buyer and its Representatives reasonable access to the Company’s properties, contracts, books and records, and other documents and data, (ii) afford Buyer and its Representatives reasonable access to the Company’s personnel, customers, suppliers and licensors, provided that the Buyer notifies the Company in advance of the personnel, customers, suppliers and licensors to which it wants access, and will allow the Company to participate in any contacts with such personnel, customers, suppliers and licensors, (iii) furnish or make available to Buyer and Buyer’s Representatives copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (iv) furnish or make available to Buyer and Buyer’s Representatives such additional financial, operating, and other data and information as Buyer may reasonably request so long as such request does not unreasonably interfere with the operation of the Company’s business in the ordinary course.
(b) Between the date of this Agreement and the Closing Date, the Company and its Representatives will furthermore provide Buyer’s financial employee or officer designee (to be selected by Buyer in its sole discretion) and Buyer’s Accountants reasonable access to the Company’s properties, contracts, books and records, and other documents and data in order to (i) enable Buyer’s Accountants to perform the audits provided for under Sections 6.4 and 8.14 hereof, (ii) keep Buyer informed as to the Sellers’ and the Company’s compliance with the pre-Closing covenants set forth in this Article VI, and (iii) assist Buyer in its efforts to integrate the Company’s business with Buyer’s existing business and to perform its legal and financial due diligence.
Access and Investigations. The parties acknowledge that the access to the information and documents of the Company and the Subsidiaries before the execution of this Agreement has been relatively limited due to the confidential nature of the transactions contemplated by this Agreement and that therefore further access to such information is expected pending the Closing. In particular, it is agreed that pending Closing Sellers shall, at Buyer's request supply the same with information on the Company and the Subsidiaries, to the extent said information are reasonably available and not of confidential nature according to Sellers' sole judgment. In no event shall Buyer be entitled to address the request directly to any FAST Operating Entity or ask access for such information without the previous consent of Mr. A. R. Arabnia.
Access and Investigations. Between the date of this Agreement and the Closing Date, the Company shall, upon reasonable notice and during normal business hours: (a) afford Buyer and its Representatives reasonable access to the Company's personnel, customers, suppliers, licensors, properties, contracts, books and records, and other documents and data, (b) furnish or make available to Buyer and Buyer's Representatives copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish or make available to Buyer and Buyer's Representatives such additional financial, operating, and other data and information as Buyer may reasonably request so long as such request does not unreasonably interfere with the operation of the Company's business in the ordinary course.
Access and Investigations. Between the date of this Agreement and the Closing Date, Sirius and its Representatives will cooperate with DUSA and, during normal business hours, will: (a) afford DUSA and its Representatives reasonable access to Sirius's personnel, properties, contracts, books and records, and other documents and data, (b) furnish DUSA and DUSA's Representatives with copies of all such contracts, books and records, and other existing documents and data as DUSA may reasonably request, and (c) furnish DUSA and DUSA's Representatives with such additional financial, operating, and other data and information as DUSA may reasonably request.
Access and Investigations. Upon reasonable notice, each party agrees to (and shall cause each of its subsidiaries and affiliates to) afford the other party and its Representatives access, during normal business hours throughout the period until the Closing Date, to its properties, books, contracts and records and, during such period, shall (and shall cause each of its subsidiaries and affiliates to) furnish promptly to the other party all material information concerning its business, properties and personnel as may reasonably be requested. Neither party nor any of its subsidiaries or affiliates shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of such party’s (including its subsidiaries and affiliates) customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment or decree or any binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply.
Access and Investigations. (a) Subject to paragraph (b) below and at the Purchaser's reasonable request, each Obligor will allow any one or more representatives of the Purchaser and/or accountants or other professional advisers appointed by the Purchaser (at the Parent's expense) to have access during normal business hours to the premises, assets, books and records of that Obligor.
(b) Any rights granted to the Purchaser under paragraph (a) above shall be exercised so as not to breach any third party rights (including, but not limited to, rights of confidentiality, data protection and privacy of information), provided that the relevant Obligor:
(i) demonstrates to the Purchaser that the exercise of such rights would result in such breach; and
(ii) uses its best endeavours to provide the information requested by the Purchaser in such manner and form that would not result in such breach.
(c) If:
(i) a Default is continuing, or
(ii) the Purchaser (acting reasonably) believes or suspects that it is being provided with false or misleading information from any Obligor, the Purchaser may at any time, appoint (at the expense of the Parent) any investigative accountant to conduct an investigation of the business and assets of any Obligor, or for such other purpose in connection with the Facility Documents that the Purchaser may reasonably specify. The Purchaser will not be required to disclose any of the information, statements or conclusions provided to it by such investigative accountant.
(d) The Originators must reimburse to the Purchaser any reasonably incurred costs in relation to the investigations described in paragraph (a) above, up to the maximum amount of 2.500 Euros (excluding taxes and disbursements) per annum and per Originator.
Access and Investigations. Between the date of this Agreement and the Closing Date, the Selling Parties and its representatives will, during normal business hours: (i) afford Buying Parties and their representatives reasonable access to the Selling Parties’ properties, contracts, books and records, and other documents and data, (ii) afford Buying Parties and its representatives reasonable access to the Selling Parties’ personnel, customers, suppliers and licensors, provided that the Buying Parties notify the Selling Parties in advance of the personnel, customers, suppliers and licensors to which they want access, and will allow the Selling Parties to participate in any contacts with such personnel, customers, suppliers and licensors, (iii) furnish or make available to Buying Parties and Buying Parties’ representatives copies of all such contracts, books and records, and other existing documents and data as Buying Parties may reasonably request, and (iv) furnish or make available to Buying Parties and Buying Parties’ representatives such additional financial, operating, and other data and information as Buying Parties may reasonably request so long as such request does not unreasonably interfere with the operation of the Selling Parties’ business in the ordinary course.
Access and Investigations. Prior to the Closing Date, ATX agrees that CoreComm shall be entitled to, through its employees and representatives, including Paul, Xxiss, Rifkind, Wharxxx & Xarrxxxx, xxd Ernsx & Xounx XXX (collectively, their "Representatives"), to make such investigation of the properties, businesses and operations of ATX, and such examination of the books, records and financial condition of ATX, as it wishes. Any such investigation and examination shall be conducted at a reasonable time, upon reasonable advance notice and under reasonable circumstances and ATX shall cooperate fully therein; provided, however, that no such investigation or examination shall interfere with the day-to-day operations of ATX. No investigation by CoreComm shall diminish or obviate any of the representations, warranties, covenants or agreements of ATX contained in this Agreement. In order that CoreComm may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the affairs of ATX, ATX shall make available to the Representatives during such period all such information and copies of documents concerning the affairs of ATX as the Representatives may reasonably request, and shall permit the Representatives access to the properties of ATX in all parts thereof.
