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. 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. 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. 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. 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. 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. After execution of this Agreement, City and City’s consultants, agents, architects and contractors shall have the right to enter the Property, at their own risk and at reasonable times, for the purpose of examination and study. Entries shall be made at such times and in such a manner as to not interfere with the Seller. City shall give the Seller at least twenty-four (24) hours advance notice of any such entry. Upon request, the Seller shall deliver to City, without charge, copies of all drawings, specifications, utility plans, engineering data, environmental reports and/or audits, and all other plans, reports or information, with respect to the Property that are in the possession of the Seller.
Access Pending Closing. Seller shall, at all reasonable times prior to Closing, make its plants, properties, Books and Records (in respect of the Business), and the Active Employees available during normal business hours to the Buyer, its representatives, financial advisors, lenders and auditors, and furnish or cause to be furnished to such persons during such period all such information and data concerning the same or such additional financial and operating data related to the Business as such persons may reasonably request. Subject to the Seller’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall be permitted to take copies or extracts from any Books and Records or other information and data furnished hereunder. Notwithstanding the above, Seller may limit access (including, but not limited to, access to the Active Employees) to the extent it reasonably deems necessary to avoid unreasonable disruption of the Business and Seller’s other operations. Seller will reasonably cooperate with Buyer in contacting vendors, dealers, customers and such other Persons as Buyer and its representatives may desire to contact in connection with its investigation of the Business; provided, however, that in no event shall any such contact occur without the prior consultation with, approval of and participation by Seller.
Access Pending Closing. (a) The Share Sellers shall, at all reasonable times prior to Closing, make the plants, properties, books and records of the Business available during normal business hours to the Buyer, its representatives, financial advisors, lenders and auditors, and the Share 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 same as such persons may reasonably request. Notwithstanding the above, none of the Share Sellers nor any of their Affiliates shall be required to provide the Buyer or its 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; provided, that, the Share Sellers will use commercially reasonable efforts to find a way to provide access in any of the foregoing cases if and as requested by the Buyer. The Buyer will use commercially reasonable efforts to avoid or minimize any disruption to the business operations of the Share Sellers and their Affiliates that may result from requests for access or information hereunder. Prior to the Closing, the Share Sellers shall use commercially reasonable efforts to establish payroll services for the Buyer with a third party payroll provider; provided that the Buyer shall reimburse the Share Sellers for their out of pocket expenses associated with establishing such payroll services and shall cooperate with the Share Sellers in establishing such payroll services.
