Access Generally. BNPPLC and BNPPLC’s representatives may enter the Property at any time for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose confirming whether NAI has complied with the requirements of this Agreement or the other Operative Documents. However, prior to any Termination of NAI’s Work, BNPPLC or BNPPLC’s representative will, before making any entry upon the Property or performing any work on the Property authorized by this Agreement, do the following
(a) BNPPLC will give NAI at least 24 hours notice, unless BNPPLC believes in good faith that an emergency may exist or a Default has occurred and is continuing, because of which significant damage to the Property or other significant Losses may be sustained if BNPPLC delays entry to the Property; and
(b) if then requested to do so by NAI in order to maintain NAI’s security, BNPPLC or its representative will: (i) sign in at NAI’s security or information desk if NAI has such a desk on the premises, (ii) wear a visitor’s badge or other reasonable identification, (iii) permit an employee of NAI to observe such inspection or work, and (iv) comply with other similar reasonable nondiscriminatory security requirements of NAI that do not, individually or in the aggregate, significantly interfere with inspections or work of BNPPLC authorized by this Agreement.
Access Generally. (a) Other than for matters related to provision of Tax records, and subject to appropriate restrictions for Privileged Information or Evaluation Material, from and after the Closing Date and until the later of (i) the sixth anniversary of the Closing Date and (ii) the expiration of the relevant statute of limitations period, if applicable, and subject to compliance with the terms of the Transaction Agreements, upon the prior written reasonable request by the Company or NextTrip, the applicable party shall use commercially reasonable efforts to provide, as soon as reasonably practicable following the receipt of such request, reasonable access or, to the extent such information is reasonably practicable to identify and extract, copies of such information in the possession or control of such applicable party (or its Affiliates), but only to the extent such requested information is not already in the possession or control of the requesting party or any of its Affiliates and is necessary for a reasonable business purpose. Each of the Company and NextTrip shall make their respective personnel available during regular business hours to discuss the information exchanged pursuant to this Article 5.
(b) Each of the Company and NextTrip shall inform their respective Representatives who have or have access to the other party’s Evaluation Material or other information provided pursuant to this Article 5 of their obligation to hold such information confidential in accordance with the provisions of this Agreement.
(c) Nothing in this Article 5 shall require any party to violate any agreement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided, however, that in the event that a party would be required under this Section 5.01 to disclose any such information, such party shall use commercially reasonable efforts to seek to obtain such Third Party’s written consent to the disclosure of such information and to otherwise disclose any such information in a manner that would not reasonably be expected to violate such agreement.
Access Generally. BNPPLC and BNPPLC’s representatives may enter the Property at any time after reasonable prior notice to LRC for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose of confirming whether LRC has complied with the requirements of this Agreement or the other Operative Documents.
Access Generally. From time to time at the request of any Acquiring Party, Xxxxxxxx will give or cause to be given to the officers, employees, accountants, counsel, and representatives of each Acquiring Party
(a) access (in the presence of any representative designated by Xxxxxxxx, at Xxxxxxxx'x option), upon reasonable prior notice, during normal business hours, to all facilities, property, accounts, books, deeds, title papers, insurance policies, licenses, agreements, contracts, commitments, records, equipment, machinery, fixtures, furniture, vehicles, accounts payable and receivable, and inventories of Xxxxxxxx and its Subsidiaries (but, in any event, not personnel, unless Xxxxxxxx otherwise consents) related to the Stations, including for purposes of permitting the Acquiring Parties to perform "Phase One" (and, after consulting with Xxxxxxxx as to the scope thereof, "Phase Two") environmental surveys with respect to the Station Assets,
(b) Xxxxxxxx will use its commercially reasonable efforts to obtain the consent of its auditors to permit inclusion of the Financial Statements in applicable securities filings of Xxxxxxxx and, if Xxxxxxxx requests, it shall have the right to have the access provided by Section 7.C(2)(a) to conduct an audit of each Station's financial information, and, subject to the foregoing, Xxxxxxxx shall cooperate with Xxxxxxxx'x reasonable requests in connection with such audit, including giving all reasonable consents in connection therewith; and
(c) all such other information in Xxxxxxxx'x and its Subsidiaries' possession concerning the affairs of the Stations as such Acquiring Party may reasonably request, in each case at the Acquiring Parties' expense; provided that the foregoing does not disrupt or interfere with the business and operations of Xxxxxxxx, its Subsidiaries or any Station in any material respect ("materiality," for purposes of this proviso, being determined by reference to Xxxxxxxx, each of its Subsidiaries and each Station individually, and not taken as a whole).
Access Generally. BNPPLC and BNPPLC's representatives may enter the Property at any time for the purpose of making inspections or performing any work BNPPLC is authorized to undertake by the next subparagraph or for the purpose confirming whether Specialty Laboratories has complied with the requirements of this Agreement or the other Operative Documents. However, prior to any Termination of Specialty Laboratories' Work, BNPPLC or BNPPLC's representative will, before making any entry upon the Property or performing any work on the Property authorized by this Agreement, if then requested to do so by Specialty Laboratories in order to maintain Specialty Laboratories' security: (i) sign in at Specialty Laboratories' security or information desk if Specialty Laboratories has such a desk on the premises, (ii) wear a visitor's badge or other reasonable identification, (iii) permit an employee of Specialty Laboratories to observe such inspection or work, and (iv) comply with other similar reasonable nondiscriminatory security requirements of Specialty Laboratories that do not, individually or in the aggregate, significantly interfere with inspections or work of BNPPLC authorized by this Agreement.
Access Generally. (a) UPC and/or the Seller will make the necessary arrangements on their own behalf and on the part of their subcontractors (UPC, the Seller and the subcontractors collectively referred to herein as the “Suppliers”) to permit the Purchaser, its representatives, its internal auditors and personnel from OSFI (collectively “Authorized Parties”) to have reasonable access to the Purchased Business Records in the Suppliers’ possession as well as the Service Facilities and computer systems located therein together with the internal control environment relating thereto during the term of this Agreement and for a reasonable time thereafter. Such access will be made available during reasonable business hours and the parties will cooperate to ensure that such access does not interfere with the business operations of the Party in possession of such Purchased Business Records. Such access will include the right to copy and make extracts of such Purchased Business Records. Personnel given access will at all times comply with all security regulations in effect from time to time at the applicable UPC’s premises except a provision refusing access to Authorized Parties.
(b) Without limiting the generality of Section 11.1 (a), personnel from OSFI shall have the right to:
(i) accompany the Purchaser (or its auditor) when it exercises its rights under Section 11.1 (a);
(ii) access and make copies of any internal audit reports (and associated working papers and recommendations) prepared by or for the Suppliers in respect of the Services being performed for the Purchaser, subject to OSFI agreeing to sign appropriate confidentiality documentation in form and content satisfactory to the Suppliers; and
(iii) access findings in the external audit of the Suppliers (and associated working papers and recommendations) that address the Services being performed for the Purchaser, subject to the consent of the Supplier’s external auditor and OSFI agreeing to sign appropriate confidentiality documentation in form and content satisfactory to the Supplier and the external auditor.
Access Generally. A Contract Worker is any third party performing work on behalf of the Company for purposes of Company’s fulfillment of its contractual obligations under this Agreement. A Contract Worker shall not be allowed to begin work in any City facility without: (1) the prior completion and City’s acceptance of the required Security Inquiries; and (2) when required, the Contract Worker’s receipt of a City issued badge. A badge will be issued to a Contract Worker solely for access to the City facilities to which the Contract Worker is assigned. Each Contract Worker who enters a City facility must use the badge issued to the Contract Worker.
Access Generally. Subject to the applicable Unisys security, privacy and confidentiality practices, policies and terms, which policies will be disclosed to City upon demand, and compliance with which shall be evidenced by City and City’s Auditors execution of a written agreement in the form attached hereto as Exhibit 3, Appendix A, City and City Auditors will have controlled access to Unisys and Subcontractors’ facilities, information, data and records related to the Services to perform financial, operational, compliance and information systems audits provided such audits do not adversely impact Unisys performance of its business or this Agreement. In addition and subject to the conditions herein, City and City Auditors shall have the right to physically inspect and observe the work environments at all Unisys and Subcontractor locations where the Services are being performed. City and City Auditors shall also have the right to interview or otherwise conduct discussions with any Unisys personnel. Audits and inspections shall be limited to the Parties’ performance and obligations under the Agreement. The Parties acknowledge that Unisys will provide a reasonable amount of audit assistance support as part of the Services and a reasonable amount of such assistance shall be that amount that Unisys may provide with personnel already and to the extent assigned to perform the Services, provided such assistance shall not adversely impact Unisys performance of this Agreement including its SLAs. Unisys shall provide additional audit assistance as required to the City without additional charge; provided however, that if such additional assistance exceeds one hundred (100) hours per year, such additional assistance will be subject to the Contract Amending process. City and City Auditors shall be given adequate workspace in which to perform an audit, plus access to photocopiers, telephones, facsimile machines, printers, computer hook-ups (subject to Unisys IT security access rules, practices, and policies), and any other common office facilities or equipment available at such workspace and needed for the performance of the audit. Notwithstanding the audit rights granted in this Exhibit such rights do not entitle City and City Auditors to have access to:
(a) Information of other customers of Unisys;
(b) Assets and equipment used by Unisys only to provide services to other customers of Unisys;
(c) Unisys costs of providing the Services or any internal charges, unless Unisys is charging City...
Access Generally. 2.3.1 Subject to any additional provisions set out in Clause 7 of the Building Schedule(s) and otherwise subject to any Special Conditions the BBC grants to Tx Co the rights:-
Access Generally. From time to time at the request of DTN, WSC will give or cause to be given to the officers, employees, accountants, counsel, and representatives of DTN:
(a) access (in the presence of any representative designated by WSC, at WSC's option), upon reasonable prior notice, during normal business hours, to all facilities, property, accounts, books, deeds, title papers, insurance policies, licenses, agreements, contracts, 18 - 329 - commitments, records, equipment, machinery, fixtures, furniture, vehicles, accounts payable and receivable, and inventories of WSC (but, in any event, not personnel, unless WSC otherwise consents) related to the WSC Business; and
(b) all such other information in WSC's and its Affiliates' possession concerning the WSC Business as DTN may reasonably request, in each case at DTN's expense; provided that the foregoing does not disrupt or interfere with the business and operations of WSC in any material respect.
