Access; Consultation. (a) Upon reasonable notice, and except as may otherwise be required by applicable Law, the Company shall, and shall cause its Subsidiaries to, afford Parent’s Representatives reasonable access, during normal business hours during the period prior to the First Effective Time, to the Company’s and its Subsidiaries’ employees, properties, assets, books, records and contracts to the extent related to the Retained Business or the Transactions and, during such period, the Company and Parent shall, and shall cause their respective Subsidiaries to, (I) in the case of Parent, furnish promptly to the Company information concerning the Transactions as may be reasonably requested by Company, and (II) in the case of the Company, furnish promptly to Parent all information concerning the Retained Business or the Transactions as may reasonably be requested by Parent; provided that no investigation pursuant to this Section 5.07 shall affect or be deemed to modify any representation or warranty made by the Company or Parent; and provided, further, that the foregoing shall require neither the Company nor Parent to permit any invasive environmental sampling or any inspection or to disclose any information pursuant to this Section 5.07 to the extent that, in the reasonable good faith judgment of such party, (i) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would result in the loss of attorney-client privilege; provided, further, that with respect to clauses (i) through (iii) of this Section 5.07(a), Parent or the Company, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of any such third party to provide such inspection or disclosure, (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and (3) in the case of clauses (i) and (iii), implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the parties determine ...
Access; Consultation. Upon reasonable notice, and except as may otherwise be required by applicable Law, each party hereto shall (and shall cause its Subsidiaries to) afford the Representatives of the other party hereto reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its or any of its Subsidiaries’ business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company or Parent hereunder; and provided further that the foregoing shall not require the Company or Parent to permit any inspection, or to disclose any information, that such party has been advised by counsel may not be provided under applicable Law or that, in the reasonable judgment of such party, would result in the disclosure of any trade secrets of third parties, result in the loss of a legal privilege with respect to a material issue or violate any of its obligations with respect to confidentiality if such party shall have used reasonable best efforts to obtain any consent of any third party to such inspection or disclosure or otherwise to make reasonable provision for the required inspection or disclosure, by entry into a joint defense agreement on reasonable terms or otherwise. All requests for information made pursuant to this Section 6.6 shall be directed to the General Counsel of the Company or Parent or such Person as may be designated by such General Counsel. All such information shall be governed by the terms of the Confidentiality Agreement.
Access; Consultation. Upon reasonable notice, and except as may be prohibited by applicable Law, Weblink and Metrocall each shall (and shall cause its Subsidiaries to) afford the other and its respective Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, each shall (and shall cause its Subsidiaries to) furnish promptly to the other party all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this section shall affect or be deemed to modify any representation or warranty made by Weblink or Metrocall under this Agreement; and provided, further, that the foregoing shall not require Weblink or Metrocall to permit any inspection, or to disclose any information, that in the reasonable judgment of Weblink or Metrocall, as the case may be, would result in the disclosure of any trade secrets of it or third parties, or violate any of its obligations with respect to confidentiality if Weblink or Metrocall, as the case may be, shall have used all commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this section shall be directed to an executive officer of Weblink or Metrocall, as the case may be, or such Person as may be designated by any such executive officer, as the case may be. Any information exchanged or provided pursuant to this Agreement shall be subject to the terms of the Confidentiality Agreement.
Access; Consultation. Upon reasonable notice, and except as may be -------------------- prohibited by applicable Law, the Company shall (and shall cause its Subsidiaries to) afford Parent's employees, agents and representatives (including any investment banker, attorney or accountant retained by Parent or any of its Subsidiaries) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company's properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning the Company's business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall -------- affect or be deemed to modify any representation or warranty made by the Company under this Agreement; and provided, further, that the foregoing shall not require the Company to permit -------- ------- any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of the Company's obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or such Person as may be designated by any such executive officer, as the case may be. Parent will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement.
Access; Consultation. Upon reasonable notice, and except as may otherwise be prohibited by applicable Law, the Company shall (and shall cause its Subsidiaries to) afford Parent’s representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent and Parent’s representative, all information concerning its or any of its Subsidiaries’ business, properties and personnel as Parent may reasonably request, provided that no investigation pursuant to this Section 6.5 shall affect or be deemed to modify any representation or warranty made by the Company hereunder; and provided, further, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 6.5 shall be directed to an executive officer of the Company or such Person as may be designated by any such executive officer, as the case may be. Notwithstanding the foregoing, the Company shall not be obligated to afford Parent or its representatives any access to any properties, books contracts, commitments, personnel or records relating to, or in respect of, any forward product plans, product specific cost information, pricing information, customer specific information, merchandising information or other similar competitively sensitive information. All information provided or made available pursuant to this Section 6.5 shall be subject to the Confidentiality Agreement, and the Confidentiality Agreement shall remain in full force and effect in accordance with its terms.
Access; Consultation. (a) From the date hereof to the Effective Time, the Company shall grant or furnish Parent and its representatives, employees, counsel and accountants reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books, records, Contracts, Permits, documents and information of the Company and its subsidiaries; provided, however, that such access does not unreasonably disrupt the normal operations of the Company or any of its subsidiaries; provided, further, that the Company may withhold, and may cause its subsidiaries to withhold any documents (or portions thereof) or information, as determined by the Company’s counsel, that might reasonably result in (i) the violation of an applicable Law or Judgment (which may include portions of documents or information relating to pricing or other matters that are competitively sensitive in light of Antitrust Laws) or (ii) the Company’s loss of its right to assert all privileges, including the attorney-client privilege in such documents or information. If any material is withheld by the Company pursuant to this Section 6.02(a), to the extent possible, the Company shall inform Parent as to the general nature of what is being withheld.
(b) All information obtained by Parent pursuant to this Section 6.02 shall be kept confidential in accordance with the Confidentiality Agreement, which shall remain in full force and effect in accordance with its terms.
Access; Consultation. From the date hereof to the Closing, Seller and the Company shall grant or furnish Buyer and its representatives, employees, counsel and accountants reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books, records, Contracts, Governmental Approvals, Third-Party Consents, documents and information of Seller and the Company and their subsidiaries.
Access; Consultation. The Parties agree to consult with each other from time to time as reasonably necessary and otherwise cooperate with each other in good faith so as to facilitate performance by Landlord of Landlord’s Transition Work, with the understanding that Tenant may be required, upon reasonable advance notice from Landlord, to abide temporary outages of Support Services related thereto until the completion thereof. With respect to each project comprising Landlord’s Transition Work, Landlord shall share designs for such project and the plans and specifications for all work contemplated thereby with Tenant and solicit Tenant’s input on such designs, plans and specifications before implementing such designs or performing any such work.
Access; Consultation. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.1, Buyer and its authorized agents, officers, advisors and representatives shall (i) have access upon reasonable advance notice, during normal business hours, to the offices, senior management employees, officers, properties, Assets, books and records of the Business that Buyer may reasonably request, (ii) be furnished by Seller Parties with true, correct and complete copies of such additional financial and operational data and other information regularly prepared or received by Seller Parties, including any performance reports for the Business, and (iii) be furnished by Seller Parties reasonable access to the employees of the Business. Buyer’s access under this Section 5.1 shall be exercised and provided in a manner as to not unreasonably interfere with the Business. Nothing herein shall require the Seller Parties to provide access to, or to disclose any materials or information to, Buyer or its representatives if such access or disclosure (y) would reasonably be expected to result in the loss or waiver of any legal privilege, or (z) would be in violation of any applicable Laws or Educational Requirements.
Access; Consultation. (a) To the extent permitted by Law, upon reasonable notice, each of Parent and the Company will (and will cause its Subsidiaries to) afford the other and the other’s Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, and permit such party to review its properties, books, contracts and records (including any amendments, modifications or supplements thereto) and, during such period, each
