Access and Review Clause Samples
The Access and Review clause grants one party the right to examine and evaluate certain documents, records, or information held by the other party. Typically, this clause outlines the scope of materials that can be accessed, the process for requesting access, and any confidentiality or security measures that must be observed during the review. Its core practical function is to ensure transparency and accountability, allowing the reviewing party to verify compliance, assess performance, or conduct due diligence as needed.
Access and Review. Acquia will make summary level information regarding its security policies and procedures as well current, published, third-party audit reporting related to Customer’s Customer Data available for Customer’s review at Acquia upon reasonable prior written notice by Customer and subject to Acquia’s confidentiality and security conditions, and subject to a written and mutually agreed audit plan. Acquia reserves the right to require its prior approval to any third-party review of the DR Plan, and reasonably condition and restrict such third- party access. As illustrated in, “Acquia Certifications and Standards by Product Offering” Customers may also review available audit reporting as outlined in Section 13.
Access and Review. Upon the written request of GMI and not more than once in each calendar year, and upon at least forty-five (45) days prior written notice, Pfizer shall permit an independent certified public accounting firm selected by GMI and reasonably acceptable to Pfizer, at GMI’s expense, to have access during normal business hours to such of the records of Pfizer as may be reasonably necessary to verify the accuracy of the royalty reports and payments hereunder for any or all of the twelve (12) Pfizer Quarters preceding the Pfizer Quarter in which the request is made. The accounting firm shall disclose to GMI and Pfizer only whether the royalty reports, are correct or incorrect and the amount of any discrepancy. No other information shall be provided to GMI. GMI shall provide Pfizer with a copy of such report within thirty (30) days after receipt thereof.
Access and Review. Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer and subject to Legal Requirements, Sellers shall:
Access and Review. Each corporation shall be permitted to make a full and complete investigation of the other's business affairs upon reasonable advance notice to the other party. All information acquired from such investigation by either party concerning the business of the other will be kept confidential pursuant to the terms of a confidentiality agreement.
Access and Review. Between the date hereof and the Closing Date, Seller will cooperate in providing access during normal business hours for Buyer's agents and employees to conduct a comprehensive review and inspection of all the records, documents, assets, liabilities and physical facilities relating to or used in connection with the conduct of the Business, including without limitation the right to:
(a) Review all assets of the Seller that will be Acquired Assets.
(b) Review and inspect all documents and records relating to customer relationships, including accounts receivable, software maintenance and warranty claims and conduct due diligence interviews with customers pre-approved by Seller.
(c) Review and inspect all Business Records.
(d) Review and inspect all compensation plans, contracts and documents, including without any limitation any employment agreements, bonus and incentive plans, stock option plans, pension plans, deferred compensation plans and other Employee Benefit Plans as they relate to the Key Employees.
(e) Review and inspect all financial statements, records and work papers with respect to Business.
(f) Review and inspect all documents and records relating to relationships with vendors, suppliers, resellers and distributors.
(g) Review and inspect all documents and records relating to licenses of "HP Business Intellectual Property" and "HP Related Intellectual Property" and confidentiality agreements with employees and third parties, subject to restrictions to maintain the confidentiality of other Seller businesses and licensees.
(h) Review and inspect any other books, documents, records and matters not expressly stated herein, but directly related to the Business or the Acquired Assets which Buyer, in its reasonable judgment, may deem material. Buyer shall provide Seller with copies of such publicly available information and limited additional information about Buyer as Seller may request and shall provide Seller (and its agents and employees) with reasonable access to appropriate members of its management in this regard.
Access and Review. NBI, together with its legal counsel, accountants, and other advisors shall be permitted access to NNL's properties (including intellectual property), books, records (including agreements with third parties) and personnel to allow NBI to make a full and complete due diligence investigation of NNL and its business prior to the Closing. All information gained from such investigation by NBI will be kept confidential pursuant to the terms of Section 11 below.
Access and Review. (a) From the Effective Date until the Closing Date, Empire shall furnish to Getty the Surveys and Updated Surveys, Title Commitments, Title Documentation, Zoning Reports and Environmental Reports (described herein) that Empires obtains as part of its own due diligence in connection with the Purchase Agreement relating solely to the Getty Purchased Assets. Empire shall request that Underlying Sellers authorize access to the DataRoom due diligence cloud site that Underlying Sellers have in connection with the Purchase Agreement, so long as Getty agrees to keep all documentation confidential.
(b) Empire shall request the Title Company to issue to Getty a preliminary commitment for title insurance for each Getty Purchased Asset that is a fee simple property (collectively, the “Title Commitments”), together with complete and legible (to the extent available) copies of all exceptions and encumbrances noted thereon (collectively with the Title Commitments, the “Title Documentation”) as promptly as practicable after the Effective Date. In addition, Empire has ordered new surveys with respect to the Properties (collectively, the “Surveys”), with ▇▇▇▇ & ▇▇▇▇▇, which Surveys shall: (A) be certified to Getty, Empire, their respective successors and assigns, and the Title Company, and, (B) be prepared in accordance with the most recent survey standards adopted by ALTA/NSPS in 2016 (including “Table A” 17 [***] Indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the U.S. Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended. items reasonably requested by Getty). Empire has also ordered new zoning reports from ▇▇▇▇ & ▇▇▇▇▇ (“Zoning Reports”). Empire has ordered new Phase I Environmental Reports from AEI Consultants (“Environmental Reports”). As set forth in the Purchase Agreement, Empire does not have the right to conduct invasive environmental testing of the Properties without the prior written consent of the Underlying Sellers.
(c) Not later than five (5) Business Days prior to the date that Empire must provide its objections to the Underlying Sellers pertaining to the Getty Purchased Assets (“Getty Due Diligence Objection Date”), Getty shall give Empire written notice of (i) any exceptions set forth in the Title Commitments, (ii) any facts shown on the Surveys (including the prior surveys received by Empire from Unde...
Access and Review. Between the date of execution of this Agreement by both Purchaser and Seller and continuing until three (3) Business Days prior to the Closing, Seller will give Purchaser and its representatives access to the Assets, to the extent Seller can grant such access, and access to the Records in Seller’s possession, for the purpose of conducting an investigation of the Assets, including an environmental assessment of the Properties, but only to the extent that Seller may do so without violating any obligations to any third party and to the extent that Seller has authority to grant such access without breaching any restriction binding on Seller. Such access by Purchaser shall be limited to Seller’s normal business hours, and any weekends and after hours requested by Purchaser that can be reasonably accommodated by Seller, and Purchaser’s investigation shall be conducted in a manner that minimizes interference with the operation of the Assets. Any assessment shall be conducted at the sole cost and expense of Purchaser. Prior to conducting any physical examination of the Properties, including sampling, boring, drilling or other invasive activity with respect to the Properties, Purchaser shall furnish for Seller’s review a proposed scope of such invasive activity, including a description of the activities to be conducted and a description of the approximate locations of such activities. Seller may request an appropriate modification of the proposed invasive activity. All information obtained by Purchaser and its representatives under this Section shall be subject to the terms of that certain confidentiality agreement between Seller and Purchaser dated March 8, 2007 (the "Confidentiality Agreement"). PURCHASER HEREBY AGREES TO DEFEND, INDEMNIFY, RELEASE, PROTECT, SAVE AND HOLD HARMLESS THE SELLER, ITS PARENT, SUBSIDIARIES AND AFFILIATES AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES AND CLAIMS ARISING OUT OF OR RELATING TO ANY DUE DILIGENCE ACTIVITY, CONDUCTED BY PURCHASER OR ITS AGENTS, WHETHER BEFORE OR AFTER THE EXECUTION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY LOSSES RESULTING, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF SELLER, BUT EXCLUDING ANY LOSSES RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER.
Access and Review. 10.1 With effect from the date of this Agreement the Buyer shall be permitted to continue its due diligence in regard to the Company's business affairs without limiting any of the Buyer's rights under this Agreement or at law. The Sellers (to the extent they are respectively able using board and shareholder voting powers at their disposal) shall procure that the Company shall afford and, with respect to paragraph (b) of this clause 10 below, shall cause the Company's Auditors to afford:
(a) to the officers, agent's and other authorised representatives of the Buyer reasonable access to the documents, Properties, records and personnel of the Company; and
(b) to the internal and independent accountants of the Buyer reasonable access to the audit work papers and other records of the Company's Auditors and the Company.
10.2 The rights of the Buyer pursuant to clause 10.1 shall be exercised in consultation with the Warrantors.
Access and Review. Members must provide Parents with the ability to access and review their Child’s Personal Information. Parental review and access must consist of: (a) a description of the types or categories of Personal Information Collected from the Child by the Member and by other Operators on Member’s Online Service;