Access by Seller. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, upon advance written notice by Seller to Buyer, Buyer shall make the Xxxxxx Creek Mine Operations and the Purchased Assets available to Seller and its representatives from and after the Closing Date insofar as reasonable or necessary for Seller to perform its obligations relating to the Retained Liabilities, including access to perform any testing, inspection, construction, remediation, reclamation or other improvements required as part of the resolution of any Action or Governmental Order; provided that in conducting such activities Seller shall:
Access by Seller. Subject in all respects to the requirements of Section 8.1.7, Buyer shall, and shall cause the Company to, for a period of five (5) years after the Closing Date, during normal business hours and upon reasonable advance notice, provide Seller and its designees and representatives with such access to the books and records of the Company as may be reasonably requested by Seller, which shall be entitled, at its expense, to make extracts and copies of such books and records to the extent that such access may be reasonably required by Seller for (i) the preparation of the financial statements of Seller and all Tax Returns or in connection with any audit, amended Tax Return, claim for refund or any proceeding with respect thereto, and (ii) the investigation, litigation and final disposition of any claims, proceedings or investigations which may have been or may be made by or against Seller in connection with the conduct of the business of the Company prior to the date hereof or the consummation of the transactions contemplated hereby. Buyer agrees that it shall not, during such five (5) year period, destroy or cause or permit to be destroyed any material books or records without first obtaining the consent of Seller (or providing to Seller notice of such intent and a reasonable opportunity to copy such books or records, at Seller’s expense, at least thirty (30) days prior to such destruction).
Access by Seller. For the purposes of reviewing the calculation of the Post-Closing Adjustment Amount, the Purchaser shall (and shall cause each of the Group Members to), during normal business hours and upon reasonable notice, make available to Seller and its representatives (including, without limitation, counsel and independent auditor) provide access to the offices of the Group Members and Purchaser and to all information, files, documents and records of the Group Members and Purchaser relating to the calculation of the Post-Closing Adjustment Amount.
Access by Seller. After the Closing, Purchaser shall afford Seller, its counsel, accountants and other representatives reasonable access during regular business hours upon reasonable prior notice to such books and records of Seller acquired by Purchaser pursuant hereto as may be reasonably necessary in order for Seller to prepare tax reports and returns required to be filed by it or to respond to inquiries by governmental authorities or for other appropriate reasons. Purchaser shall not dispose of any such books or records of Seller until it has given reasonable notice to Seller of its intention to do so and given Seller a reasonable opportunity to take possession of such books and records to be disposed of.
Access by Seller. Subject to the provisions of the Confidentiality Agreement and at Purchaser’s sole expense, during the Pre-Closing Period Seller will, after receiving reasonable advance notice from Purchaser of not less than two business days (which notice period may be waived by Seller), give Purchaser reasonable access during normal business hours to Seller’s books and records relating to the Specified Assets, excluding the Specified Know-How, solely for the purposes of: (i) effectuating the sale of the Specified Assets; and (ii) verifying the accuracy of the representations and warranties set forth in Section 2. The Specified Know-How shall be transferred to Purchaser on the Closing Date.
Access by Seller. Buyer shall, and shall cause the Company to, for a period of five (5) years after the Closing Date, during normal business hours and upon reasonable advance notice, provide Seller and its designees and representatives with such access to the books and records of the Company as may be reasonably requested by Seller, who shall be entitled, at its expense, to make extracts and copies of such books and records to the extent that such access may be reasonably required by Seller in connection with (i) the preparation of the financial statements of Seller, any of Seller’s filings with the SEC or any of Seller’s Tax Returns or in connection with any audit, amended Tax Return, claim for refund or any proceeding with respect thereto, and (ii) the investigation, litigation and final disposition of any claims, proceedings or investigations in connection with any Third Party Claim which may have been or may be made by or against Seller in connection with the conduct of the business of the Company prior to the date hereof or the consummation of the transactions contemplated hereby; provided that if such Third Party Claim relates to a claim initiated by or on behalf of any Buyer Indemnitee or a claim to which any Buyer Indemnitee is also a party, then neither Buyer nor the Company shall be required to provide any such access pursuant to this Section 8.1.4 unless Seller shall have conclusively established in writing its obligation to indemnify the Buyer Indemnitees with respect to such Third-Party Claim and all Losses related thereto. Buyer agrees that it shall not, during such five (5) year period, destroy or cause or permit to be destroyed, other than in the ordinary course of business pursuant to the Company’s record retention policies in effect prior to the Closing, any material books or records without first obtaining the consent of Seller (or providing to Seller notice of such intent and a reasonable opportunity to copy such books or records, at Seller’s expense, at least thirty (30) days prior to such destruction). Notwithstanding the foregoing, neither Buyer nor the Company shall be required to take any action pursuant to this Section 8.1.4 which would result in the loss or potential loss of any attorney-client or work-product privilege that Buyer or the Company may have.
Access by Seller. VMII shall afford to SELLER and its legal counsel, accountants and other representatives, throughout the period prior to the Closing Date, full access, during normal business hours, to (a) all of the books, contracts and records of VMII, and shall furnish SELLER and EMSI, during such period, with all information concerning VMII that SELLER may reasonably request and (b) the properties of VMII in order to conduct inspections at SELLER’s expense to determine that VMII is operating in material compliance with all applicable federal, state and local and foreign statutes, rules and regulations, and that VMII's assets are substantially in the condition and of the capacities represented and warranted in this Agreement. Any such investigation or inspection by SELLER shall not be deemed a waiver of, or otherwise limit, the representations, warranties and covenants contained herein. SELLER shall grant identical access to VMII and its agents.
Access by Seller. From and after the Closing, Buyer shall provide Seller access, at Seller's expense and on reasonable notice during normal business hours, to Cleo's records, facilities and personnel, and shall cause such personnel to cooperate with Seller, with respect to any litigation, investigation or government proceeding or the preparation of any tax return, financial statement or governmental report relating to Cleo prior to the Cloxxxx Date.
Access by Seller. The Company shall, from and after the Closing Date, provide reasonable access to Seller (and to the Seller's Accountants for purposes of preparation and audit of the Closing Balance Sheet and the preparation or audit of the Tax returns of the Company for the period ending on or prior to the Closing Date) during normal business hours, to the books and records and personnel of the Company, to the extent that such access is reasonably requested in writing in advance by Seller.
Access by Seller. Subject to any limitations, conditions, or requirements set forth herein or elsewhere in this Agreement, upon advance written notice by Seller to Buyer, Buyer shall make the Fola Operations and the Purchased Assets available to Seller and its representatives from and after the Closing Date insofar as reasonable or necessary for Seller to perform its obligations relating to the Retained Liabilities, including access to perform any testing, inspection, construction, remediation, reclamation or other improvements required as part of the resolution of any Action or Governmental Order; provided that in conducting such activities Seller shall:
