Access for Due Diligence. (1) The Company shall (i) permit SMGI and its employees, agents, counsel, accountants or other representatives and advisers, between the date hereof and the Closing, without undue interference to the ordinary conduct of the Business, to have reasonable access during normal business hours and upon reasonable notice to (w) the premises of the Company, (x) the Assets and, in particular to any information, including all Books and Records whether retained by the Company or otherwise, (y) all Contracts and leases, and (z) the senior personnel of the Company, and (ii) furnish to SMGI or its employees, agents, counsel, accountants or other representatives and advisers such financial and operating data and other information with respect to the Assets and the Company as SMGI shall from time to time reasonably request.
(2) SMGI shall permit the Company and its employees, agents, counsel, accountants or other representatives and advisors to have reasonable access to all Books and Records of SMC.
(3) No investigations made by or on behalf of either Party, whether under this Section 5.2 or any other provision of this Agreement or any Ancillary Agreement shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement, except as otherwise provided in Article 10 with respect to a Party right to indemnification if it has actual knowledge of a breach of, or an inaccuracy in, a representation or warranty.
Access for Due Diligence. Subject to Law, during the Interim Period, the Vendors shall (a) upon reasonable notice, permit Stericycle and its Representatives to have reasonable access during normal business hours to (i) the premises of the Business, (ii) the Business Assets, including all Books and Records whether retained by the Vendors, any member of the Target Group or otherwise, (iii) all Material Contracts, Leases and other Contracts of the Business to the extent that access to such Contracts does not unduly interfere with the ordinary conduct of the Business, and (iv) the senior personnel of the Business, so long as such access does not unduly interfere with the ordinary conduct of the Business, and (b) furnish to Stericycle or its Representatives such financial and operating data, and other information with respect to the Business and the Business Assets, as Stericycle from time to time reasonably requests; provided, that neither the Vendors nor any member of the Target Group shall be required to disclose to Stericycle any information where such disclosure is prohibited by Law or by the terms of any Contract. Notwithstanding the previous sentence, Stericycle shall not conduct any environmental testing or assessments without the prior written consent of the Vendors and the landlord of any applicable Leased Property.
Access for Due Diligence. Subject to applicable Law, during the Interim Period, BRPI will: (a) upon reasonable notice, permit the Fund Entities and their employees, agents, counsel, accountants or other representatives, to have reasonable access during normal business hours to (i) the premises of BRPI and each of the BRPI Entities, (ii) the Assets, including all Books and Records whether retained by BRPI or otherwise, (iii) all Authorizations and Contracts, and (iv) the senior personnel of BRPI, so long as the access does not unduly interfere with the ordinary conduct of each of the Businesses; and (b) upon request from the Fund Entities, on their own behalf or on behalf of their lenders and insurers, use reasonable commercial efforts to assist the Fund Entities in obtaining access to all information with respect to each of the Businesses, the Assets and the BRPI Entities, that is deemed relevant by the Fund Entities, acting reasonably, to the transactions contemplated hereby.
Access for Due Diligence. (1) Subject to applicable Law, during the Interim Period, the Vendors shall (i) upon reasonable notice, permit the Purchaser and its employees, agents, counsel, accountants or other representatives, lenders, potential lenders and potential investors to have reasonable access during normal business hours to (A) the premises of the Vendors, (B) the Purchased Assets, including all Books and Records whether retained by the Vendors or otherwise, (C) all Contracts and Leases (excluding the Excluded Lease), and (D) the senior personnel of the Vendors, so long as the access does not unduly interfere with the ordinary conduct of the Purchased Assets; and (ii) furnish to the Purchaser or its employees, agents, counsel, accountants or other such representatives, lenders, potential lenders and potential investors such financial and operating data and other information with respect to the Purchased Assets and the Purchased Assets as the Purchaser from time to time reasonably requests.
(2) No investigations made by or on behalf of the Purchaser, whether under Section 7.2 or any other provision of this Agreement or any Ancillary Agreement, will have the effect of waiving, diminishing the scope of, or otherwise affecting, any representation or warranty made in this Agreement or any Ancillary Agreement.
Access for Due Diligence. (a) ICT Holdco shall use its reasonable commercial efforts to the extent practical to cause the ICT Parties and each of their respective employees, counsel, accountants or other representatives to:
(i) permit North Sur and its employees, counsel, accountants or other representatives, during the Interim Period, without undue interference to the ordinary conduct of the ICT Business, to have reasonable access during normal business hours and upon reasonable notice to the premises of the ICT Parties, the ICT Assets and, in particular to any information, including the ICT Books and Records, whether retained by the ICT Parties or otherwise; Contracts and documents relating to the ICT Parties and the business of the ICT Parties, in each case whether retained by ICT Holdco or otherwise and to the senior personnel of the ICT Parties; and
(ii) furnish to North Sur or its employees, counsel, accountants or other representatives such financial and operating data and other information with respect to the ICT Assets, the ICT Business, the ICT Parties as North Sur shall from time to time reasonably request.
(b) North Sur shall:
(i) permit ICT Holdco and its employees, counsel accountants or other representatives, during the Interim Period, without undue interference to the ordinary conduct of North Sur’s business, to have reasonable access during normal business hours and upon reasonable notice to all of North Sur’s Assets, the North Sur Books and Records, Contracts and documents relating to North Sur and the business of North Sur, in each case whether retained by North Sur or otherwise and to the senior personnel of North Sur; and
(ii) furnish to ICT Holdco or its employees, counsel, accountants or other representatives such financial and operating data and other information with respect to the North Sur Assets and business of North Sur as ICT Holdco shall from time to time reasonably request.
(c) No investigations made by or on behalf of North Sur or ICT Holdco, whether under this Section 4.2 or any other provision of this Agreement, shall have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made in this Agreement.
(d) Each of the Parties acknowledges that all information provided by one Party to another Party (a “Recipient”) is confidential, agrees that such information shall not be used other than in furtherance of the purpose of this Agreement and the Transaction and that until the Closing and in the event of te...
Access for Due Diligence. (i) Subject to applicable Law, during the Interim Period, Seller shall (a) permit the Purchaser and its employees, agents, counsel, accountants or other representatives, to have reasonable access to (i) the premises of the Corporations, (ii) the Corporations' assets, including all Books and Records whether retained by Seller, the Corporations or otherwise, (iii) all Contracts, and (b) use commercially reasonable efforts to furnish to the Purchaser or its employees, agents, counsel, accountants or other representatives such material financial and operating data and other material information with respect to Corporations and its assets as the Purchaser from time to time reasonably requests.
(ii) No investigations made by or on behalf of Purchaser, whether under this Section 7.2 or any other provision of this Agreement or any other Transaction Documents, will have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty made by Seller in this Agreement or any other Transaction Documents.
Access for Due Diligence. Subject to compliance with applicable Laws, during the Closing Period, the Seller shall (i) cause the Company to give the Purchaser and its accountants, legal advisers and other representatives, during normal business hours, commercially reasonable access to its personnel, premises, Books and Records, Corporate Records, Tax Returns, Contracts and other Assets; and (ii) provide the Purchaser with such information relating to the Company, the Assets and the Business as the Purchaser may reasonably request.
Access for Due Diligence. Subject to compliance with applicable Laws, during the Closing Period the Seller shall (a) cause the Corporations to give the Purchaser and its accountants, legal advisers and other representatives reasonable access to its personnel, premises, suppliers, books and records, Contracts and other Assets; and (b) provide the Purchaser with such information relating to the Corporations, the Assets and the Business as the Purchaser may reasonably request. At the request of the Purchaser, the Seller will execute or cause to be executed, such authorizations as may be necessary to enable the Purchaser to obtain access to records maintained by Governmental Authorities in respect of the Corporations, the Assets and the Business. No investigation made by the Purchaser or its representatives will affect the Purchaser’s right to rely on any representation or warranty made by the Seller in this Agreement.
Access for Due Diligence. The Existing Shareholders and the Company will allow the Investors and any persons authorised by the Investors reasonable access during normal business hours to the records of the Company and to the Company's senior employees and such other personnel and advisers as may be reasonably required by the Investors for the purpose of carrying out the Investors' due diligence review and inspection of the Business.
Access for Due Diligence. (1) Subject to Law, during the Interim Period, the Vendors shall (i) upon reasonable notice, permit the Purchaser and its employees, counsel and accountants to have reasonable access during normal business hours to (A) the premises of the Vendors, (B) the Purchased Assets, including all Books and Records whether retained by the Vendors or otherwise, (C) all Contracts and Leases, and (D) the senior personnel of the Vendors, so long as the access does not unduly interfere with the ordinary conduct of the Purchased Business; and (ii) furnish to the Purchaser or its employees, counsel and accountants such financial and operating data and other information (including tax records) with respect to the Purchased Assets and the Purchased Business as the Purchaser from time to time reasonably requests.
(2) No investigations made by or on behalf of the Purchaser or Parent, whether under Section 7.2 or any other provision of this Agreement or any Ancillary Agreement, will have the effect of waiving, diminishing the scope of, or otherwise affecting, any representation or warranty made in this Agreement or any Ancillary Agreement.
