Access by Buyer. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, Seller shall make the Fola Operations and the Purchased Assets available to Buyer and its representatives for inspection and review in order to permit Buyer to perform its due diligence review, as follows:
(a) From and after the date hereof and up to and including two (2) Business Days prior to the Closing Date (or until earlier termination of this Agreement) but subject to the other provisions of this Section 6.6, and the obtaining of any required consents from any Persons, Seller shall make the Records available to Buyer in an online virtual data room, at Buyer’s sole risk, cost and expense, but only to the extent such Records are in Seller’s or its Affiliates’ possession or control, relate to the Purchased Assets and are accessible to Buyer pursuant to the terms of this Agreement. Seller shall have no obligation to provide Buyer such access to any Records that Seller cannot legally provide Buyer because of third-party restrictions on Seller after Seller has made a reasonable attempt to obtain the waiver of such restriction. Buyer, and any Person acting on its behalf, shall keep all Records obtained confidential through the Closing Date and as otherwise contemplated in the Confidentiality Agreement dated January 25, 2016, by and betweeen Consol Energy Inc. and Buyer (the “Confidentiality Agreement”); provided, however, if the Closing occurs, such Confidentiality Agreement shall only remain in force and effect to the extent any confidential information otherwise protected under such Confidentiality Agreement does not relate to the Purchased Assets. Buyer’s inspection of the Records and any additional information provided by Seller relating to the Purchased Assets may be limited by Seller to prevent the violation of the obligation of confidence or any contractual commitment of Seller to a Third Party. Buyer shall ensure that Buyer’s authorized representatives comply with the provisions of this Section 6.6, the said Confidentiality Agreement, and any other confidentiality agreements in effect. Upon termination of this Agreement without Closing, Buyer shall destroy any and all physical copies and delete permanently any and all digital copies of Records and background materials together with any and all of Buyer’s notes and work papers prepared by or on behalf of Buyer in connection with its due diligence investigation, and upon Seller’s written request, a...
Access by Buyer. Subject to United States law and security regulations, Buyer's representatives shall have the right, during reasonable business hours, to enter the TRW Plant in order to inspect visually the manufacturing progress.
Access by Buyer. Subject to the rights of tenants and the requirements of Paragraph 4(e), at Buyer’s sole cost and expense, Buyer and Buyer’s agents and representatives shall have the right, upon no less than one (1) Business Day’s prior notice to Seller, to enter upon the Real Property at all reasonable times in order to conduct such inspections, tests or studies as Buyer may deem appropriate (including, without limitation, for the preparation of an ALTA/NSPS Land Title Survey of the Real Property), excluding invasive investigations of the land or improvements thereon; except that any such entry shall be coordinated with Seller and Seller’s property manager or other agent of Seller in control of the Property, and shall be conducted in such a manner as to not materially interfere with the on-going operation of the Property. Any damage caused to the Property in connection with any inspection, test, or study shall be promptly and fully repaired by Buyer and the Property returned to its prior condition, all at Buyer’s cost, which obligation shall survive any termination of this Agreement. In no event shall Buyer, prior to the Close of Escrow, indicate in any way that Buyer owns or holds any other rights of any nature in the Property or any portion thereof, or that Buyer is in any manner acting on behalf of Seller. Buyer shall keep the Property free and clear of any mechanic’s liens or materialmen’s liens arising out of any of Buyer’s activities or those of its agents and representatives, which obligation shall survive any termination of this Agreement. Not less than two (2) Business Days prior to any work being conducted on the Real Property by or for the benefit of Buyer, which work could be the basis for the filing of a mechanic’s lien claim against the Real Property if such work were not duly paid for, Buyer shall obtain Seller’s written consent and shall allow Seller to post such notices of non-responsibility with respect thereto as Seller may deem appropriate. Further, except for the mere discovery of existing conditions on or affecting the Property or to the extent arising from the active negligence or willful misconduct of Seller, Buyer hereby agrees to indemnify, defend and hold Seller harmless from and against any and all loss, cost, liability or expense arising out of the acts or omissions of Buyer and/or its agents or representatives in connection with any such entry, inspection, test, study or other activity, including without limitation all legal expenses reasona...
Access by Buyer. Buyer and its agents and designees shall have the right, at reasonable times and upon reasonable notice to Seller, to go upon the Property for the purpose of inspecting the same and making such tests, inquiries and examinations as Buyer shall deem necessary.
Access by Buyer. Buyer shall be provided access to all monitored SCADA points to be used at its discretion in real time monitoring. Buyer may further, at its sole cost and expense, install any updates or upgrades to the Meter, as well as install and maintain check meters and all associated measuring equipment necessary to permit an accurate determination of the quantities of Output delivered under this Agreement, provided that such equipment does not interfere with Seller’s Meter. Seller shall permit Buyer or Buyer’s representative access to its Generating Facility for the purpose of installing and maintaining such check meters; provided Buyer or Buyer’s representative agrees to access and safety rules reasonably established by Seller. Seller shall also list Buyer’s Scheduling Coordinator as an “authorized user” pursuant to the Seller’s Meter Service Agreement for ISO Metered Entities.
Access by Buyer. Subject to the terms of the Non-Disclosure Agreement, from the date of this Agreement through the Closing Date, the Company shall, and shall cause each of its directors, officers, employees and representatives to, afford Buyer and its representatives reasonable access upon reasonable notice during normal business hours to the Company Business for the purpose of inspecting the same, and to its directors, officers, employees and representatives, properties, books and records, Contracts and Company Assets, and shall furnish Buyer and its representatives, upon reasonable notice and in a timely manner, all financial, operating and other data and information as Buyer or its Affiliates, through their respective representatives, may reasonably request.
Access by Buyer. Between the date of this Agreement and the Closing, Buyer shall have reasonable access during normal business hours to all of the properties, books, reports, records, CATV Instruments and Contracts of Sellers, and Sellers shall furnish Buyer with all information it may reasonably request; provided that no investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by Sellers. After the Closing, Sellers agree to provide reasonable access during normal business hours for reasonable business purposes, at Buyer's expense, to their independent public accountants. All information obtained by Buyer pursuant to this Agreement and in connection with the negotiation hereof shall be used by Buyer solely for purposes related to this Agreement and the acquisition of the Acquired Assets and, in the case of non-public information, shall, except as may be required for the performance of this Agreement or by Law, be kept in strict confidence by Buyer in accordance with the terms of the Confidentiality Agreement dated October 6, 1999 between Buyer and Cablevision Systems Corporation.
Access by Buyer. Seller shall allow Buyer and its --------------- Representatives, at Buyer's own expense, during regular business hours to inspect the Assets and to inspect the Books and Records, including information with respect to current costs, prices, financial information (including inventory, fixed assets and accruals) and promotional and marketing information and such other matters as Buyer may reasonably request. All such information shall be provided to Buyer in such form as such information may presently exist or be readily available.
Access by Buyer. Between the date of this Agreement and the Closing, Buyer shall have reasonable access during normal business hours to all of the properties, books, reports, records, CATV Instruments and Contracts of Seller, and Seller shall furnish Buyer with all information it may reasonably request. All information obtained by Buyer pursuant to this Agreement and in connection with the negotiation hereof shall be used by Buyer solely for purposes related to this Agreement and the acquisition of the Acquired Assets and, in the case of non-public information, shall, except as may be required for the performance of this Agreement or by Law, be kept in strict confidence by Buyer in accordance with the terms of the confidentiality letter executed by Buyer and Seller.
Access by Buyer. The directors, officers, employees and representatives of the Buyer will be permitted, at the Buyer's cost, access, on reasonable prior notice, during usual business hours, and as often as may be reasonably requested, to, and will be permitted to make copies of and extracts from, the Subscriber Agreements, Technology Licenses, Advertising Agreements, Reseller Agreements and other Contracts of the Sellers, the Sellers' books and records to the extent such books and records relate to the eWatch Business and such other information relating to the Assets and the eWatch Business as the Buyer shall request.
