Access, Information and Documents. Subject to the next sentence, Seller will give to the Purchaser and to the Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records and the Project (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiaries, the Project Company and the Project as the Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.), Easement Agreement (Pattern Energy Group Inc.), Purchase and Sale Agreement
Access, Information and Documents. Subject to the next sentence, Seller will give to the Purchaser and to the Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records of the Project Company and the Project for such Acquisition (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiaries, the Project Company and the Project for such Acquisition as the Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pattern Energy Group Inc.)
Access, Information and Documents. Subject to the next sentence, Seller will give to the each Purchaser and to the such Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records and the Wind Project (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the such Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiariesthe Project Company, the Project Company General Partner, the Seller Affiliates, and the Wind Project as the such Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the such Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the such Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Each Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pattern Energy Group Inc.)
Access, Information and Documents. Subject to the next sentence, Seller will give to the Purchaser and to the Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records and the Wind Project (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiaries, the Project Company Seller Affiliates and the Wind Project as the Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Pattern Energy Group Inc.)
Access, Information and Documents. Subject to the next sentence, Seller will give to the Purchaser and to the Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records of the Project Company and the Project for such Acquisition (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiariesany HoldCo, the Project Company and the Project for such Acquisition as the Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)
Access, Information and Documents. Subject to the next sentence, Seller will give to the each Purchaser and to the such Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records and the Wind Project (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the such Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiariesthe Project Company, the Project Company Seller Affiliates, and the Wind Project as the such Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the such Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the such Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Each Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)
Access, Information and Documents. Subject to the next sentence, Seller will give to the each Purchaser and to the such Purchaser’s counsel, accountants and other representatives reasonable access during normal business hours to all material Books and Records and the Wind Project (subject to all applicable safety and insurance requirements and any limitations on Seller’s rights to, or right to provide others with, access) and will furnish to the such Purchaser all such documents and copies of documents and all information, including operational reports, with respect to the affairs of HoldCo and its Subsidiariesthe Acquired Entities, the Project Company Seller Affiliates, and the Wind Project as the such Purchaser may reasonably request. If, by reason of any confidentiality obligations imposed on Seller by any counterparty to a Contract who deals at arm’s length with Seller, Seller is unable to comply with the foregoing covenant, Seller and the such Purchaser shall use commercially reasonable efforts to obtain all necessary consents or waivers required to make the disclosure (which, in the case of the such Purchaser, may include the requirement to enter into a reasonable confidentiality or non-disclosure agreement). The Each Purchaser agrees to comply with any confidentiality obligations which would be applicable to it under any such Contracts received from Seller hereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pattern Energy Group Inc.)