Access for Investigation Sample Clauses

Access for Investigation. (a) Between the date of this Agreement and the Closing Date, the Target shall: (i) afford the Purchaser, the Purchaser’s Solicitors and the Purchaser’s representatives, advisors, prospective lenders and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to the Target’s personnel, properties, Contracts, books and records, and other documents and data, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Target’s Business; (ii) furnish the Purchaser and the Purchaser’s Advisors with copies of all such Contracts, books and records, and other existing documents and data, as the Purchaser may reasonably request; and (iii) furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information, as the Purchaser may reasonably request. (b) Between the date of this Agreement and the Closing Date, the Purchaser shall: (i) afford the Target and its respective representatives, legal and advisors and prospective lenders and their representatives (collectively, the “Target’s Advisors”) full and free access to the Purchaser’s personnel, properties, contracts, books and records, and other documents and data, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Purchaser’s business; (ii) furnish the Target and the Target’s Advisors with copies of all such contracts, books and records, and other existing documents and data, as the Target may reasonably request; and (iii) furnish the Target and the Target’s Advisors with such additional financial, operating, and other data and information, as the Target may reasonably request.

Access for Investigation. (a) The Corporation shall permit the Purchaser and its representatives, on reasonable notice to the Corporation, between the date of this Agreement and the Closing Time, without interference with the ordinary conduct of the Business, to have reasonable access during normal business hours to (i) the Real Property; (ii) all other locations where Books and Records or other material relevant to the Business are stored; (iii) all the Books and Records; and

Access for Investigation. (a) Between the Execution Date and the Closing, the Target will: (i) afford the Purchaser, the Purchaser’s solicitors and the Purchaser’s representatives, advisors, prospective investors and their representatives (collectively, the “Purchaser Advisors”), full and free access to the personnel, properties, contracts, books and records, and other documents and data of the Target, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Target Business;

Access for Investigation. Seller shall afford Buyer and its representatives access during normal business hours to the properties, plant and equipment and to the books and records of Seller in order that Buyer shall have full opportunity to investigate the business affairs of Seller.

Access for Investigation. (a) The Purchaser, the China Vendors and China eMall shall permit the other Parties and their Authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to their respective premises and their respective Records to enable confirmation of the accuracy of the Records and the matters represented and warranted in Articles IV, V and VI . (b) Until the Closing Date and, in the event the termination of this Agreement without the completion of the transactions contemplated hereby, each of the Parties shall thereafter, subject to subsection 8.6(c), use its best efforts to keep confidential and not use for its own purpose (other than as contemplated by this Agreement) any information obtained from any other Party with respect to the other Party's affairs. If this Agreement is terminated, all documents, working papers and other written material obtained by the Party from the other party in connection with this Agreement and not previously made public (and all copies thereof) shall be returned to the other Party promptly after such termination. (c) The obligation of each of the Parties under subsection 8.6(b) to keep confidential and not use any information shall not apply to information which: (i) becomes generally available to the public other than as a result of a disclosure by the Party or its representatives in violation of this Agreement; (ii) was available to the Party on a non-confidential basis prior to its disclosure by the other party or their representatives; (iii) becomes available to the party on a non-confidential basis from a source other than the other Party or its representatives, provided that such source is not bound by a confidentiality agreement with the other Party; or (iv) the Party is required by law to disclose.

Access for Investigation. (a) Subject to and in compliance with Applicable Law, including the Competition Act, and the Confidentiality Agreement during the Interim Period, MDS shall permit Buyer and its Representatives to have access during normal business hours to the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, the Replacement Contracts and the Migrating Assets, in each case, once acquired, and the Books and Records over which it or an Operator exercises control on condition that no Person given access interferes with the ordinary conduct of the Diagnostics Business by MDS or any Operator and MDS shall furnish to Buyer such operating data and other information with respect to the Diagnostics Business, the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, to the extent related to the Diagnostics Business, the Replacement Contracts and the Migrating Assets in the possession or control of MDS as Buyer shall from time to time reasonably request. MDS agrees that Buyer may conduct such environmental investigations and tests on the Real Property included in the Purchased Assets as Buyer, acting reasonably, considers necessary, at Buyer’s expense and provided that no damage is caused to such Real Property and the condition of the Real Property is restored substantially to its pre-investigation condition and that such investigations and tests do not interfere with the ordinary conduct of the Diagnostics Business. Buyer shall indemnify and hold harmless MDS and the Operators of and from and against all actions, causes of actions, suits, claims, demands, damages, losses, costs or expenses suffered or incurred by any of them to the extent Buyer does not comply with the foregoing obligations with respect to the conduct of any such investigations and tests. Buyer shall forthwith provide to MDS a copy of the results of such investigations and tests and shall not disclose and shall cause any Person who prepared a report based on such investigations and tests not to disclose, any information relating to such investigations and tests or contained in any such report to any Person unless compelled to do so by Applicable Law. Except as set forth in this Agreement, the exercise of any rights of access or inspection by or on behalf of Buyer under this Section 5.1.6 will not affect or mitigate the covenants, representations and warranties of MDS in this Agreement which will continue in full force and effect as...

Access for Investigation. ATI shall permit the Corporation and its agent, legal counsel, accountants and other representatives, between the date of this Agreement and the Completion Date, to have access during normal business hours to the premises and to all the key employees, books, accounts, records and other data of ATI computer designs and codes, (including without limitation, all corporate, accounting and tax records and any electronic or computer accessed data) and to the properties and assets of ATI and ATI will furnish, and require that ATI's principal bankers, appraisers and independent auditors and other advisors furnish, to the Corporation such financial and operating data and other information with respect to the business, properties and assets of ATI as the Corporation shall from time to time reasonably request to enable confirmation of the matters warranted in paragraph 2 of this Agreement. It is also the intention of the parties that the Corporation shall be entitled to meet with ATI's major clients, customers and suppliers prior to Completion.

Access for Investigation. Between the date of this Agreement and the Closing Date, the Sellers, the Acquired Companies and their Representatives will, (a) afford Buyers and their representatives free and full access to the Acquired Companies' management to discuss the Acquired Companies' business operations, assets, liabilities, actual or potential litigation and claims, properties and prospects with the Acquired Companies' employees, agents, accountants, attorneys, customers, suppliers, and other persons having business dealings with the Acquired Companies or knowledge of the issues, (b) afford Buyers and their representatives full and free access to the Acquired Companies properties (including subsurface testing), contracts, books and records, and other documents and data, (c) furnish Buyer and Buyers' advisors and representatives with copies of all such contracts, books and records, and other existing documents and data as Buyers may reasonably request, and (d) furnish Buyers and Buyers' Advisors and representatives with such additional financial, operating, and other data and information as Buyers may reasonably request in the possession or control of any Acquired Company or Seller, or as to which any of the Sellers or the Acquired Companies have Knowledge.

Access for Investigation. (a) The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Date, without interference to the ordinary conduct of the Business, to have reasonable access during normal business hours to (i) the Purchased Assets, (ii) the Leased Real Property and (iii) the Books and Records, provided that the Purchaser may not conduct any environmental investigation in, on, under or near any Leased Real Property including any sampling, or interview any Employees, without, in either case, the Vendor’s prior consent. The Vendor shall furnish to the Purchaser copies of Books and Records (subject to any confidentiality agreements or covenants relating to any such Books and Records) as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in ARTICLE 4. Notwithstanding the foregoing, without the prior written consent of the Vendor, the Purchaser shall not contact, and shall instruct its counsel, financial advisors, auditors and other authorized representatives not to contact, any of the suppliers, customers, clients or financing sources of the Vendor with respect to the Business or the transactions contemplated by this Agreement. (b) Notwithstanding Section 9.2(a), the Vendor shall not be required to disclose any information, records, files or other data to the Purchaser which, in the sole opinion of the Vendor, is considered to be competitively sensitive or where the disclosure of such information, records, files or other data is prohibited by any Laws. (c) The Purchaser acknowledges that information provided to it under Section 9.2(a) above will be non-public and/or proprietary in nature and will be subject to the terms of the Confidentiality Agreement and Section 9.5. For greater certainty, the provisions of the Confidentiality Agreement shall survive the termination of this Agreement.

Access for Investigation. (a) The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, without interference to the ordinary conduct of the Business, to have free and unrestricted access during normal business hours to (i) the Real Property, (ii) all other locations where Books and Records or other material relevant to the Business is stored; (iii) to all the Books and Records and (iv) the properties and assets used in the Business. The Vendor shall furnish to the Purchaser copies of Books and Records (subject to any confidentiality agreements or covenants relating to any such Books and Records) as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in Article 4. Without limiting the generality of the foregoing, it is agreed that the accounting representatives of the Purchaser shall be afforded ample opportunity to make a full investigation of all aspects of the financial affairs of the Business. (b) Notwithstanding subsection (a), the Vendor shall not be required to disclose any information, records, files or other data to the Purchaser where prohibited by any law. If any consent of any person or Governmental Authority is required to permit the Vendor to release any information to the Purchaser, the Vendor shall make all reasonable effort to obtain such consent. (c) The Vendor shall forthwith, upon request by the Purchaser or Purchaser's Counsel, execute and deliver to the Purchaser all necessary consents to permit the Purchaser to have inspections made and have existing records released to the Purchaser by the municipal building and zoning department, fire department, public works, environmental agencies, the elevator inspections branch of the provincial department of labour and other appropriate authorities as the Purchaser may consider advisable, acting reasonably, between the date of this Agreement and Closing. Such consents will authorize and direct the release of information to the Purchaser.