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 (5) days after receipt.
Access Prior to Closing. From the date of this Agreement to the Closing, following receipt of written consent from Parent, which shall not be unreasonably withheld, representatives of J&J and its debt and equity financing sources may have access to (i) Seller’s, the Company’s and Parent’s executive management and back office personnel supervising the Business or providing finance, accounting, legal, human resources, real estate, information technology, security, compliance and like services for the Business, the Key Employees and such other personnel of Seller, the Company and Parent as J&J and Parent shall mutually agree upon as being reasonably necessary for J&J to complete its due diligence (Parent’s agreement to the same not to be unreasonably withheld), (ii) the Key Employees and certain other employees and independent contractors of the Business in order to conduct interviews and otherwise facilitate the engagement of Key Employees and other applicable employees and independent contractors of the Business, and (iii) all premises (provided that J&J shall not unreasonably interfere with Parent’s, Seller’s, or the Company’s operations on any such premises and J&J shall, at all times, adhere to all applicable rules and regulations of such premises whether given orally or in writing and shall not conduct any invasive environmental testing without first obtaining permission from Parent), properties, books, records, data centers, cloud hosting environments, contracts, and documents of Parent, Seller or the Company, solely in the case of Parent and Seller, as primarily used or primarily held for use in the Business (but excluding any Tax returns, Tax work papers and other books and records relating to Taxes of Seller or Parent). All requests for access to the offices, properties, books and records of pursuant to this Section 5.3 shall be made in writing to Parent. None of J&J, its affiliates or their respective representatives shall, prior to the Closing Date, contact any of the customers, suppliers, distributors, contractors, lenders, agents or parties (or representatives of any of the foregoing) that have business relationships with Parent, Seller or the Company related to the Business, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of Parent; provided, however, that J&J, its affiliates and their representatives may contact any such Persons with whom they have a pre...
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. 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. (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.
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):
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. 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. Upon reasonable notice to Seller, Buyer and Xxxxx’s authorized agents shall have the right during the period from the date of this Agreement to the Date of Closing to enter in and upon the Property in order to make, at Buyer’s expense, surveys, measurements, soil tests and other tests that Buyer shall deem necessary. Xxxxx agrees to restore any resulting damage to the Property and to indemnify, hold harmless and defend Xxxxxx from any and all claims by third persons of any nature whatsoever arising from Buyer’s right of entry hereunder, including all actions, proceedings, demands, assessments, costs, expenses and attorneys' fees. Buyer 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. Buyer shall provide to Seller a copy of any such surveys, measurements, soil tests or other tests within five (5) days after receipt. If Buyer, in its sole discretion, determines there is a condition on the Property which Buyer has determined will interfere with Xxxxx’s intended use of the Property, Buyer shall provide notice to Seller on or before the Closing Date of such conditions, and in such notice Buyer may either terminate this Agreement and receive a full refund of the Xxxxxxx Money or waive the condition and proceed to closing.
