Access Pending Closing. The Sellers shall, at all reasonable times prior to Closing, make the personnel, plants, properties, books and records (including all procedures, work instructions, and records associated with FDA Laws, Healthcare Laws, Radiation Safety Laws, and comparable requirements of other applicable jurisdictions) of the Business and the Transferred Subsidiaries and the Indirect Subsidiaries reasonably available during normal business hours to the Buyers, their representatives, financial advisors, lenders and auditors, and the Sellers shall and shall cause the Transferred Subsidiaries and the Indirect Subsidiaries to furnish or cause to be furnished to such persons during such period all such information and data concerning the Business as such persons may reasonably request, including, without limitation, to allow Buyers to reasonably monitor the progress of the R&D Lab Construction. Notwithstanding the above, the Sellers shall not be required to provide the Buyers or their Affiliates or representatives with access to any information (i) that is subject to a confidentiality agreement with a third party entered into prior to the date hereof or after the date hereof in the Ordinary Course, (ii) the disclosure of which would violate any Law or duty owed to any third party or (iii) that is subject to any attorney-client, work product or other legal privilege. The Buyers will use commercially reasonable efforts to avoid or minimize any disruption to the business operations of the Sellers and their Affiliates that may result from requests for access or information hereunder. The Sellers agree to keep the Buyers reasonably apprised of the status of negotiations of the renewal or amendment of the Material Contracts set forth on Schedule 6.2 (the “Specified Agreements”) and agree to reasonably cooperate and consult with the Buyers with respect to the terms of the Specified Agreements and strategy relating to the negotiations of such Specified Agreements. The Sellers agree to consider in good faith the views of the Buyers regarding the terms of such Specified Agreements and incorporate such terms into the Specified Agreements to the extent the Sellers agree with such terms from a Business perspective, provided however, whether or not the Sellers agree with such terms proposed by the Buyers, the Sellers shall make the final determination as to the resolution of any such terms.
Access Pending Closing. Subject to applicable Law and confidentiality restrictions, the Sellers shall, at all reasonable times prior to Closing, make the plants, properties, management, books and records of the Sellers, in respect of the Business and management employees of the Business, available during normal business hours to the Buyer, its representatives, financial advisors, consultants, lenders and auditors, and Xxxxxxxxxx shall and shall cause the Sellers in respect of the Business and employees of the Business to furnish or cause to be furnished to such Persons during such period all such information and data concerning the same as such Persons may reasonably request; provided, however, that in no event shall the Sellers be required to furnish or cause to be furnished any information or data concerning employees of the Business that might reasonably be deemed to be in violation of any applicable Law or contractual obligation. Notwithstanding the above, Xxxxxxxxxx may limit access to the extent it reasonably deems necessary to avoid disruption of the Business.
Access Pending Closing. Seller shall, at all reasonable times prior to Closing, make its facilities, properties, books and records (each in respect of the Business) available during normal business hours to the Buyer and Azzurro, their representatives, financial and legal advisors, lenders and auditors, and to furnish or cause to be furnished to such persons during such period all such information and data concerning the same as such persons may reasonably request. Notwithstanding the above, Seller may limit such access to the extent it reasonably deems necessary to avoid disruption of the Business.
Access Pending Closing. Concurrently with the execution and delivery of this Agreement, Buyer shall deliver to Seller a schedule of due diligence matters that remain to be completed on or before the Closing Date (“Open Items”) Seller shall diligently attend to providing to Buyer the information needed to satisfy itself as to the Open Items. From the date hereof to and including the Closing Date, Seller shall allow Buyer and its agents and representatives reasonable access to the Business facilities, books and records, employees, suppliers, and vendors of the Business during normal business hours and on reasonable notice, for the purpose of completing its investigation of the then Open Items; provided, however, that Buyer shall not conduct any meetings with employees, suppliers or vendors including without limitation Certified Technical Services, L.P. (“Certified”) and X.X. Xxxxxxxx & Assoc. Inc. (“Xxxxxxxx”) without giving Seller notice not less than three (3) calendar days in advance of such meeting and offering Seller an opportunity to participate in such meeting. Upon request of Seller, Buyer shall confirm the status of Open Items and its need for any information required to satisfy itself as to any such Open Items.
Access Pending Closing. Between the date of this Agreement and the Closing Date, Huttig will, upon reasonable prior notice afford Buyer and its representatives reasonable access to Huttig’s senior personnel, properties, contracts, books and records, and other documents and data in respect of the Business during regular business hours.
Access Pending Closing. Subject to applicable Law and confidentiality restrictions, Seller shall, at all reasonable times prior to Closing, make the plants, properties, management, books and records of Seller, in respect of the Business and management employees of the Business, available during normal business hours to Buyer, its representatives, financial advisors, consultants, lenders and auditors, and Seller shall, in respect of the Business and employees of the Business, furnish or cause to be furnished to such Persons during such period all such information and data concerning the same as such Persons may reasonably request.
Access Pending Closing. From the date hereof to and including the ---------------------- Closing Date, the Stockholders shall cause the Purchaser and its accountants and other representatives to have the right to full and complete access to the books and records of the Company and the Company's employees and customers for the purpose of making such investigation of the financial condition and operations of the Company as the Purchaser may reasonably deem necessary; provided that any contact with customers prior to Closing shall be on a basis mutually agreed upon between the Stockholders and the Purchaser which is not calculated to reveal to the customers contacted that the transactions provided for herein are contemplated.
Access Pending Closing. From the date hereof to and including the Closing Date, Sellers shall cause each member of the Dominick's Group to grant Purchaser, the New Equity Investors, and the Financing Sources and their respective counsel, accountants and other representatives the right to full and complete access to the books, records, offices and other facilities of the Dominick's Group, during normal business hours, and to the officers and agents of the Dominick's Group, for the purpose of making such investigation of the financial condition and operations of the Dominick's Group as Purchaser, the New Equity Investors, or such Financing Sources may reasonably deem necessary. Sellers shall cause the Dominick's Group to furnish promptly to Purchaser or such other persons all information concerning its business, properties and Personnel as Purchaser or such other persons may reasonably request. No investigation pursuant to this Section 5.2 or otherwise shall affect the representations or indemnities of the Shareholders hereunder or the conditions to Purchaser's obligation to consummate the Stock Purchase Transaction.
Access Pending Closing. Subject to applicable Law and confidentiality restrictions, Seller shall, at all reasonable times prior to Closing, make the properties, management, books and records of Seller, in respect of the ICS Business and management employees of Seller (in respect of the ICS Business), available during normal business hours to Buyer, its representatives, financial advisors, consultants, lenders and auditors, and Seller, in respect of the ICS Business and employees of Seller (in respect of the ICS Business), shall furnish or cause to be furnished to such Persons during such period all such information and data concerning the same as such Persons may reasonably request; provided, however, in no event shall Seller be required to furnish or cause to be furnished any information or data concerning employees of the ICS Business that Seller could (after having consulted with outside counsel) reasonably deem to constitute a violation of any applicable Law or contractual obligation.
Access Pending Closing. Seller shall, at all reasonable times prior to Closing, make the plants, properties, inventories, contracts, commitments, books and records (including computer files, retrieval programs and related documentation) of Seller (to the extend pertinent to the Business) fully available during normal business hours to Purchaser, its representatives, financial advisors, lenders and auditors, and Seller shall furnish or cause to be furnished to Purchaser and its representatives during such period all such information and data concerning the same as Purchaser or such representatives may reasonably request.
