Access; Due Diligence. Between the date of this Agreement and the Closing, Seller shall, upon reasonable advance notice, (a) provide Buyer or its authorized representatives reasonable access to the Business, Seller’s offices, and the Premises and to the books and records of Seller; (b) permit Buyer or its authorized representatives to make inspections thereof; (c) allow Buyer access to conduct a physical review of inventory at the Premises; and (d) cause the officers and advisors of Seller and the Business to furnish Buyer with such financial and operating data and other information with respect to the Business and properties of Seller and the Business and to discuss with Buyer and its authorized representatives the affairs of Seller and the Business as Buyer may from time to time reasonably request; provided that such review must be conducted at reasonable times during normal business hours, under the reasonable supervision of Seller’s agents and in a manner so as not to unreasonably interfere with the normal business operations of Seller.
Access; Due Diligence. From the date of the execution hereof until the Closing Date (“Due Diligence Period”), the Seller Group will, and will cause the Seller to, (a) provide the Purchaser Group and their authorized representatives reasonable access to the Premises and all offices and other facilities and properties of the Seller, and to the books and records of the Seller; (b) permit the Purchaser Group to make inspections thereof; and (c) cause the officers and advisors of the Seller Group to furnish the Purchaser Group with such financial and operating data and other information with respect to Purchased Assets, Premises, and the Business and to discuss such information with the Purchaser Group, as the Purchaser Group may from time to time reasonably request. Notwithstanding anything to the contrary contained herein, such access and inspections shall not materially interfere with the operations of the Seller Group.
Access; Due Diligence. Between the date of this Agreement and January 13, 2012 (the “Due Diligence Period”), the Seller shall cause each of the Companies to (a) provide the Purchasers and their authorized representatives reasonable access to all its plants, offices, warehouse and other facilities and properties, and to its books and records; (b) permit the Purchasers to make inspections thereof; and (c) cause its officers and advisors to furnish the Purchasers with such financial and operating data and other information with respect to its business and properties and to discuss with the Purchasers and their authorized representatives its affairs as the Purchasers may from time to time reasonably request.
Access; Due Diligence. Seller shall permit Purchaser and its authorized representatives full access to, and make available for inspection, the Customer Base, including Seller's employees, customers and suppliers, and furnish Purchaser all documents, records and information with respect to the affairs of Seller as Purchaser and its representatives may reasonably request, all for the sole purpose of permitting Purchaser to become familiar with the Customer Base of Seller. Section 5.02
Access; Due Diligence. 1.1 Any Member, along with its respective Affiliates and auditors, shall have access to the Company’s financial records and personnel to enable such Member, along with its respective Affiliates and auditors, to undertake review and audit procedures in accordance with the auditing standards in force in the United States or in Brazil, as applicable. The Board of Managers shall cause the Company to keep accurate and complete records, books and accounts on the basis appropriate to the Company’s business, as required by applicable Law. Each Member shall have the right (which it may exercise through any of its duly authorized employees or agents or its independent accountants or the duly authorized employees or agents or its independent accountants of its Affiliates, as applicable) to audit, examine and make copies of or extracts from any books, accounts and records of the Company, at such Member’s own cost and expense, upon prior written notice to the Company and/or the other Members, during the regular business hours of the Company, on the premises of the Company or where such records, books and accounts are kept; provided, however that no Member shall have the right to have a private audit of the Company books and records conducted more than once in any Fiscal Year. If the Company incurs any additional costs to produce and deliver such information to the requesting Member, such requesting Member shall bear the costs related thereto. In addition, the Company will give, or cause to be given, to each Member and its representatives, during normal business hours, such reasonable access (upon reasonable notice and in a manner as to not unreasonably interfere with normal business operations) to the personnel, properties, contracts, books, records, files and documents as may be reasonably necessary to allow the Members to participate fully in the continued operations of the Company as appropriate in their respective roles as Members, including the negotiation of financing for the Company’s initial plant and the subsequent management of the construction process for such plant.
Access; Due Diligence. The Parties acknowledge that the Company has (i) given Purchaser, its lenders, and its accounting, legal, business, environmental, engineering, intellectual property and other authorized representatives and advisors full access, during normal business hours, to the Facilities, and (ii) furnished Purchaser and its authorized representatives and advisors with all documents and information relating to Company as reasonably requested by Purchaser, its lenders, and its authorized representatives and advisors, (iii) permitted Purchaser and its authorized representatives and advisors to review all books, records and Contracts of Company as requested by Purchaser and its authorized representatives and advisors, and made copies thereof, (iv) made available the employees and advisors of Company, including those responsible for the management of the Business, and caused Company’ employees and advisors to furnish Purchaser and its authorized representatives and advisors with data and other information with respect to Company as requested by Purchaser and its authorized representatives and advisors, and discussed with Purchaser and its authorized representatives and advisors the affairs of the Business, and (v) fully cooperated with Purchaser and its authorized representatives and advisors in its investigation and examination of Company and its Business and affairs. No investigation, or receipt of information provided by or on behalf of Company or review thereof by Purchaser, its lenders, or its representatives or advisors has diminished or obviated, or relieved Sellers from, or affected the ability or right of Purchaser to rely on, any of the representations, warranties, covenants and agreements of Sellers contained in this Agreement and the Seller Documents. Purchaser acknowledges that its obligations to consummate the transactions contemplated hereby are not subject to any further due diligence investigation by Purchaser.
Access; Due Diligence. Between the date of this Agreement and the Closing Date or the termination of this Agreement, Seller and the Members shall (a) provide Purchaser and Rick’s and their authorized representatives full access to all assets, plants, offices, warehouse and other facilities and properties of Seller and SCORES, and to the books and records of Seller and SCORES; (b) permit the Purchaser and Rick’s to make inspections thereof; and (c) cause the officers, managers, members and advisors of Seller to furnish the Purchaser and Rick’s with such financial and operating data and other information with respect to the business and properties of Seller and to discuss with the Purchaser and Rick’s and their authorized representatives the affairs of Seller as the Purchaser and Rick’s may from time to time reasonably request.
Access; Due Diligence. Between the date of this Agreement and the Closing Date, the Company shall (a) provide Purchaser and/or their authorized representatives reasonable access to Schiek’s Palace, their offices, warehouse and other facilities and properties of the Company and to the books and records of the Company; (b) permit the Purchaser and/or their authorized representatives to make inspections thereof; and (c) cause the officers and advisors of the Company and Schiek’s Palace to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and Schiek’s Palace and to discuss with the Purchaser and their authorized representatives the affairs of the Company and Schiek’s Palace as the Purchaser may from time to time reasonably request.
Access; Due Diligence. Between the date of this Agreement and the Closing Date (the “Due Diligence Period”), the Company, MPC and the Seller shall (a) provide Purchaser and its authorized representatives reasonable access to all offices and other facilities and properties of the Company and to the books and records of the same; (b) permit the Purchaser to make inspections thereof; and (c) cause the officers and advisors of the Company to furnish to the Purchaser with such financial and operating data and other information with respect to the business of the Company and the Assets and to discuss such information with the Purchaser, as the Purchaser may from time to time reasonably request.
Access; Due Diligence. Between the date of this Agreement and the ----------------------- Closing Date, Sellers and Peregrine shall (a) provide RCI New York, Rick's and their authorized representatives reasonable access to all plants, offices, warehouse and other facilities and properties of Peregrine and to the books and records of Peregrine; (b) permit RCI New York and Rick's to make inspections thereof; and (c) cause the officers and advisors of Peregrine to furnish RCI New York and Rick's with such financial and operating data and other information with respect to the business and properties of Peregrine and to discuss with RCI New York, Rick's and their authorized representatives the affairs of Peregrine as RCI New York and Rick's may from time to time reasonably request.
