Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford to Parent and it financing sources and their respective counsel, accountants and other representatives reasonable access during normal business hours to its properties, senior management, and Books and Records; provided, that any such access shall be approved in advance by the persons identified in Section 5.1(a) of the Company Disclosure Schedule.
Access; Information and Records; Confidentiality. (a) Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 6.1, each of the Company and IPO Corp., on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, permit the other party and its authorized agents or representatives, including independent accountants, to have access to the properties, books and records of such party during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of such party as may reasonably be requested; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the business and shall be at such party’s sole cost and expense; provided, further, that neither party, nor any of its Affiliates or representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to the other party without prior consultation with the such party and without ongoing consultation with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted). All requests for access to the offices, properties, books and records of each party shall be made to the Seller Representative or such representatives each party shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither party nor its representatives shall contact any of the employees, customers, suppliers, parties that have business relationships with or are joint venture partners of the other party or any of their respective Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail (electronic or otherwise) or any other means of communication, without the specific prior authorization of the Seller Representative and may only otherwise contact such Persons in the ordinary course of business. Any access to the offices, properties, books and records of each party shall be subject to the following additional limitations: (i) such access shall not violate any Law or any agreement to which any party or its Subsidiaries is a party or otherwise expose any party to a material risk of liability; (ii) each party shall give the Seller Representative notice of at least two business days before con...
Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries, officers, directors, employees and Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable Law and subject to the Buyer’s compliance with data privacy laws, to its officers, employees, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the Business, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Business as the Buyer, through its officers, employees or other Representatives, may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and Business.
Access; Information and Records; Confidentiality. 5.2. HSR Act; Reasonable Best Efforts.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof through the Closing Date, Holdings shall, and shall cause the Group to, upon request and reasonable notice (i) afford to Buyer, its counsel, accountants and other authorized representatives reasonable access (which access shall be exercised to the extent practicable during normal business hours) to the offices, properties, senior management, books and records of the Group Members and to the books and records of Holdings relating to the Group in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Group and (ii) instruct the employees, counsel, accountants and financial advisors of the Group Members to cooperate with Buyer in its investigation of the Group. Holdings shall, and shall cause the Group Members, to cause their officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating data and information in their possession with respect to the Group as Buyer may from time to time reasonably request. The Group Member shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Group Member or contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization).
Access; Information and Records; Confidentiality. 5.2 Conduct of the Business Prior to the Closing Date 5.3 Consents and Approvals.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and continuing until the Effective Time, the Company shall, upon reasonable request and notice of Parent, and at Parent's expense, except to the extent restricted by applicable Law, afford to Parent and its Representatives reasonable access during normal business hours to the properties, senior management, and Books and Records of the business; provided that any such access shall be approved in advance by any one of the persons identified in Section 6.1(a) of the Company Disclosure Schedule, which approval shall not be unreasonably withheld or delayed.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford, and shall cause its officers, directors, employees, attorneys and other advisors to afford, to Parent, its counsel, accountants, lenders and other authorized representatives reasonable access during normal business hours to its properties, accountants, senior management and Books and Records. In addition, the Company shall facilitate a reasonable due diligence inquiry of Parent with customers of the Company and its Subsidiaries.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date, the Seller shall, and shall cause each Company to, upon reasonable request and notice, afford to the Buyer, its counsel, accountants, financing sources and other authorized representatives reasonable access during normal business hours to the properties, books and records, contracts and officers of each Company in order that they may have the opportunity to make reasonable investigations of the affairs of the Companies; provided, that such access does not unreasonably interfere with the ongoing business of either Company, the Seller or any Seller Affiliate, cause any representation or warranty in this Agreement to be breached, cause any closing condition set forth in Article VI to fail to be satisfied or otherwise cause the breach of this Agreement or any other agreement to which either Company, the Seller or any Seller Affiliate is a party. The Seller shall, and shall cause each Company to, use its commercially reasonable efforts to cause its officers, employees, accountants and other agents to furnish to the Buyer such additional financial and operating information in its possession with respect to either Company as the Buyer may from time to time reasonably request.
Access; Information and Records; Confidentiality. During the period commencing on the date hereof and ending on the Closing Date:
