Access Prior to Closing. Each of the Parties will permit the other Parties and their respective agents reasonable access to its files, books, records and offices, including, without limitation, any and all information relating to their respective taxes, commitments, contracts, leases, licenses, and real, personal and intangible property and financial condition and will cause their respective accountants to cooperate with the other Parties and their respective agents in making available all financial information reasonably requested, including without limitation the right to examine all working papers pertaining to their respective financial statements.
Access Prior to Closing. Upon reasonable notice to Seller, Buyers and Buyers’ authorized agents shall have the right during the period from the date of this Agreement to 120 days after the Effective Date to enter in and upon the Property in order to make, at Buyers’ expense, surveys, measurements, soil tests and other tests that Buyers shall deem necessary. Buyers agree to promptly pay all costs incurred; to immediately restore any resulting damage to the Property and to indemnify, hold harmless and defend Seller and the Property from any and all claims or liability of any nature whatsoever related to Buyers’ actions hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyers shall not perform any invasive testing of the Property without Seller’s prior written consent. Seller’s consent may be conditioned upon any restrictions that Seller deems necessary. Buyers shall provide to Seller a copy of any such surveys, measurements, soil tests or other tests within five
Access Prior to Closing. Seller shall, and shall cause its Affiliates to, until the earlier of the Closing Date and the date this Agreement is terminated pursuant to the terms hereof, upon reasonable notice from the Purchaser, provide to Representatives and personnel of the Purchaser (a list of such Representatives and personnel to be provided by the Purchaser to, and approved by, the Seller in advance of any access; provided that such approval shall not be unreasonably withheld, conditioned or delayed), during reasonable business hours or at such times as agreed between the Seller and the Purchaser (and taking into account the day-to-day duties of the personnel of the Seller and its Affiliates):
(i) reasonable access to the Transferred Real Property, Transferred Books and Records and the books and records of the Transferred Subsidiaries, permits, work papers (other than work papers of any Tax Group of which Seller or any Affiliate of Seller is a member unless such work papers are Exclusively Related to the Business), Contracts and other assets in each case of the Business, in each case solely to the extent reasonably required for the purpose of preparing to operate the Business following the Closing and subject in all cases to compliance with all applicable security requirements or other limitations on access imposed by Applicable Law or under any lease;
(ii) reasonable access to the management team and other key employees and personnel of the Business (including, without limitation, employees and personnel involved in the manufacturing operations, human resources, and sales and marketing functions of the Business) solely to the extent reasonably required for the purposes of preparing to operate the Business following the Closing and subject in all cases to Applicable Law; and
(iii) reasonable access to such additional financial and operating data solely to the extent relating to the Business as the Purchaser may from time to time reasonably request and solely for purposes of preparing to operate the Business following the Closing; provided that any such access or furnishing of information shall be at the Purchaser’s expense, under the supervision of the Seller’s or its Affiliates’ personnel, and in such manner as not to interfere unreasonably with the businesses, personnel or operations of Seller or any of its Affiliates; provided, further, that (A) the Purchaser shall not, without the prior written consent of the Seller (not to be unreasonably withheld or delayed), contact any ...
Access Prior to Closing. Between the date hereof and the Closing Date, the Company shall, upon reasonable request of Parent, provide to Parent and its authorized representatives during normal business hours reasonable access to all books, records and properties of the Company and its Subsidiaries, and shall cause the Company and its Subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. All of such information shall be treated as “Evaluation Materials” pursuant to the terms of, and as such term is defined in, the Confidentiality Agreement. At or as soon as reasonably practicable following the Closing, the Company will deliver a copy of all documents in the Data Room to Parent on compact disc, DVD or USB flash drive. Notwithstanding anything herein to the contrary, (i) no such access between the date hereof and the Closing Date shall be permitted to the extent that it would require any Acquired Company to disclose information subject to attorney-client or similar privilege (if such disclosure would waive such privilege) or of which such access is restricted by contract or applicable Law, (ii) except for contact made in the ordinary course of business consistent with past practices and unrelated to any of the Transaction Agreements or any transactions contemplated thereby, neither Parent nor its representatives shall contact any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the written consent of the Company, (iii) no such access shall be permitted for any environmental testing, sampling or other invasive environmental investigations and (iv) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information that is classified or for which disclosure is prohibited by the terms of any contract or Law. The Company may, as it deems advisable and necessary, designate any sensitive materials provided to Parent and its authorized representatives under this Section 6.4(a) as “outside counsel only” to the extent competitively sensitive with Parent. Such materials and the information contained therein shall be given only to outside counsel of Parent and its representatives and will not be disclosed by such outside counsel to employees, officers, or directors of Parent without the advance written consent of the Compa...
Access Prior to Closing. Prior to the Closing Date (or if earlier, the date this Agreement is terminated), and except as set forth in Section 7.9, the Seller shall provide the Buyer and its representatives with reasonable access to, and will make available for inspection and review, all properties, books, records and accounts, and with prior approval of Seller, personnel, of each Company relating to the Business in order that the Buyer may have a reasonable opportunity to make such investigation as it shall desire to make of the Business during normal business hours.
Access Prior to Closing. Between the date of this Agreement and the Closing and upon Purchaser’s request following the Closing Date if required to enable Purchaser to fulfill its reporting and other regulatory obligations, Seller shall (i) give Purchaser and its authorized representatives full access to all offices and other facilities and properties of Seller and to the books and records of Seller (and permit Purchaser to make copies thereof), (ii) permit Purchaser to make inspections thereof, and (iii) cause its officers and advisers (including, without limitation, their auditors, attorneys, financial advisors and other consultants, agents and advisors) to furnish Purchaser with such financial and operating data and other information with respect to the business and properties of Seller, and to discuss with Purchaser and its authorized representatives the affairs of Seller, all as Purchaser may from time to time reasonably request.
Access Prior to Closing. (a) Upon reasonable notice from the date hereof through the Closing, ERC, the LLC and the Subsidiaries, and their respective directors, officers, agents, and employees, shall afford Purchaser and its representatives reasonable access to, and opportunity to examine, during normal business hours, any and all of the premises, properties, contracts, books, records, business, data, personnel, customers and vendors of or relating to ERC, the LLC and any of the Subsidiaries.
(b) Upon reasonable notice from the date hereof through Closing, Purchaser and its subsidiaries and their respective directors, officers, agents, and employees, shall afford ERC, the LLC and the Subsidiaries and their respective representatives access to, and opportunity to examine, during normal business hours, any and all of the premises, properties, contracts, books records, business, data, personnel, customers and vendors of or relating to Purchaser and its subsidiaries.
Access Prior to Closing. Until the Closing Date, if requested by the Purchaser, the Seller will permit the Purchaser, its Affiliates and its and their respective representatives and advisors, during normal business hours, access to (a) the assets, properties, records, books of account, Contracts and other documents of the Seller, and (b) only with the consent of Seller Representative (not to be unreasonably withheld, delayed or conditioned), any employees, advisors, consultants, other personnel, customers, service providers, vendors or suppliers of, or others having material business relations with, the Seller. Until the Closing Date, Seller will furnish promptly to the Purchaser such additional data and other information as to Seller’s affairs, assets, business, properties or prospects as the Purchaser, its Affiliates or its or their representatives and advisors may from time to time reasonably request. Seller will direct its respective employees (without substantial disruption of employment) to render any assistance that Purchaser or Seller may reasonably request in any examination pursuant to this Section 4.2.
Access Prior to Closing. Prior to the Closing Date, the Sellers and the Company shall provide Investor and its representatives with reasonable access (at reasonable times, on reasonable prior notice and in a manner so as not to interfere with the normal business operations of the Company or the Business) to, and will make available for inspection (including, without limitation, environmental inspections) and review, all properties, books, records, accounts and designated management personnel of the Company in order that Investor may have a reasonable opportunity to make such investigation as it shall reasonably desire to make of the Business and the Company.
Access Prior to Closing. Upon reasonable notice, WorldCom shall afford ILD and its representatives (including, without limitation, its independent public accountants, attorneys and banks' or other lenders' representatives) reasonable access to, and opportunity to examine, any and all of the premises, properties, contracts, books, records, business, data, personnel customers and vendors of or relating to the Assets or WorldCom's Operator Services Business. WorldCom shall reasonably cooperate in connection with the foregoing.
