Access Before Closing. Promptly following the execution of this Agreement and until the Closing Date (or earlier termination of this Agreement), Seller shall permit Buyer and its representatives (i) to have reasonable access at reasonable times in Seller’s offices to records relating to the Subject Assets, and (ii) subject to any required consent of any third Person, to conduct at reasonable times and at Buyer’s cost and expense, in the presence of representatives of Seller, reasonable inspections (but excluding any ground water or soil sampling or any other invasive testing of the Subject Assets including the real property upon which the Subject Assets are located, unless such sampling or testing is approved in advance in writing by Seller, which approval may be refused by Seller in its sole discretion) of the Subject Assets. Buyer shall indemnify the Seller Indemnified Parties from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties as a result of Buyer’s and its representatives’ access and inspections, except to the extent caused by the intentional misconduct or gross negligence of the Seller Indemnified Parties.
Access Before Closing. From the date of this Agreement until the Closing Date, Sellers will permit Buyer and its representatives reasonable access on reasonable notice during normal business hours to the properties, personal property, personnel, books and records, contracts, and commitments of the Business, including the right to make copies of such books and records, contracts, and commitments. In the event that any record or other information requested by Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege, or other legal restriction or privilege, Sellers and Buyer will endeavor to find means of disclosing as much information as practicable that is needed by Buyer to prepare for the transfer of the Business, but Sellers will not be obligated to breach such restriction or privilege. Buyer shall return all copies of such books and records, contracts, and commitments promptly upon the request of Sellers if for any reason the Closing does not occur.
Access Before Closing. Prior to the Closing Date, Shareholders and the Company agree that it will give, or cause to be given, to the Investors and their representatives, during normal business hours and at the Investors' expense, full and unrestricted access to the Company's personnel, independent accountants, customers, suppliers, officers, agents, employees, assets, properties, titles, contracts, corporate minute and other books, records, files and documents of the Company with respect to the Business (including financial, tax basis, budget projections, accountants' work papers and other information as Investors may request).
Access Before Closing. Prior to the Closing Date, the Company --------------------- agrees that it will give, or cause to be given, to Iconixx and its representatives, during normal business hours and at Iconixx's expense, reasonable access to the Company's personnel, independent accountants, officers, agents, employees, assets, properties, titles, contracts, company or unit minute and other books, records, files and documents of the Company with respect to the Business (including financial, tax basis, budget projections, accountants' work papers and other information as Iconixx may reasonably request) upon 24 hours prior notice. The Majority Members and Iconixx shall mutually agree on the timing and manner of contact with all third parties, including, but not limited to, customers, vendors or suppliers, which contact shall not be unreasonably withheld. Iconixx shall not be given access to any information where the provision of such information would violate a law or regulation applicable to the Company or adversely affect the Company's attorney-client privilege relating to any pending or threatened claim, proceeding or other action.
Access Before Closing. 25 ARTICLE VI POST-CLOSING COVENANTS...........................................25 6.1 General............................................................25 6.2 Transition.........................................................26 6.3 Confidentiality....................................................26 6.4 Covenant Not to Compete............................................26 6.5
Access Before Closing. Each Seller agrees that, prior to the earlier of the Closing Date and the termination of this Agreement, Buyer shall be entitled, through its officers, employees and Representatives, to make such investigation and inspection of any and all properties, businesses and operations of Sellers and the Business and such examination of the books, records and financial condition of Sellers, the Business, the Purchased Assets and the Assumed Liabilities as Buyer, its officers, employees and Representatives reasonably request and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Each Seller shall cause its officers, employees, consultants, agents, accountants, attorneys and other Representatives to cooperate with Buyer and Buyer’s Representatives in connection with such investigation and examination, and Buyer and its Representatives shall cooperate with Sellers and their Representatives and shall use their reasonable efforts to minimize any disruption to the Business. In addition to the foregoing, Buyer and its Representatives may conduct environmental assessments of Sellers, the Business, the Lands and Systems, upon reasonable notice to Sellers and subject to the consent of any third-party owners of the Lands, and Sellers will use their commercially reasonable efforts to obtain such consents.
Access Before Closing. 14 6.4 Consents and Closing Conditions.............................................................15 6.5
Access Before Closing. From the date of this Agreement --------------------- through the Closing Date, Seller will permit Buyer and its representatives reasonable access on reasonable notice during normal business hours to the properties, personal property, personnel, books and records, contracts, and commitments of the Business, including the right to make copies of such books and records, contracts, and commitments. In the event that any record or other information requested by Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege, or other legal restriction or privilege, Seller and Buyer will endeavor to find means of disclosing as much information as practicable that is needed by Buyer to prepare for the transfer of the Business, but Seller will not be obligated to breach such restriction or privilege. Buyer shall return all copies of such books and records, contracts, and commitments promptly upon the request of Seller if for any reason the Closing does not occur. All requests for access to information, properties, personnel or documents pursuant to this Section 6.3 shall be directed to an executive officer or officers of Seller designated by Seller.
Access Before Closing. From the date of this Agreement until the Closing Date, subject to the Confidentiality Agreements, Seller will cause the Company to permit Buyer and its representatives reasonable access on reasonable advance notice during normal business hours to the properties, personal property, personnel, books and records, contracts and commitments of the Company, including in connection with Buyer’s review of the statement referred to in Section 2.2.1 (as well as access to the personnel, books and records, contracts and commitments of Seller and its Affiliates as may be appropriate for purposes of Buyer evaluating whether it may want any of the Hedging Agreements to be novated pursuant to Section 8.13). In the event that any record or other information requested by Buyer is subject to a confidentiality agreement with a third party, attorney-client privilege or other legal restriction or privilege, Seller and Buyer will endeavor to find means of disclosing as much information as practicable that is needed by Buyer to prepare for the transfer of the Shares, but Seller and the Company will not be obligated to breach any such restriction or privilege. In the event this Agreement shall be terminated, (i) Buyer shall not utilize any such information or material, directly or indirectly, (ii) all such information shall be destroyed or returned to Seller and (iii) Buyer shall certify to Seller that such information has either been destroyed or returned to Seller.
Access Before Closing. 23 5.6 Investor Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE VI
