Access Prior to the Closing. During the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to Article IX, the Companies shall provide Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice to Seller, to all offices, facilities, personnel, books and records of the Companies and Company Subsidiaries as Buyer may reasonably request; provided, that (a) Buyer and its Representatives shall take such action as is deemed necessary in the reasonable judgment of the Companies to schedule such access and visits through a designated officer of the party providing access and in such a way as to avoid disrupting in any material respect the normal business of the party providing access, (b) neither Company shall be required to take any action which would constitute a waiver of the attorney-client or other privilege or would compromise its confidential information, (c) neither Company need supply the other parties with any information which, in the reasonable judgment of such Company, such Company is under a contractual or legal obligation not to supply and (d) in no event shall Buyer be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material. For the avoidance of doubt, any information provided or made available in connection with such access pursuant to this Section 6.2 shall be deemed to be, and treated as, “Evaluation Material” in accordance with the terms and subject to the conditions of the Confidentiality Agreement. Prior to the Closing, Buyer shall not (and shall cause its Representatives and Affiliates not to) use any information obtained pursuant to this Section 6.2 for any purpose unrelated to the Contemplated Transactions. Buyer agrees that from the date hereof until the Closing Date or the earlier termination of the Agreement, it is not authorized to, and shall not (and shall not permit any of its Representatives or Affiliates to) contact and communicate with the employees, customers, providers, service providers and suppliers of the Companies and Company Subsidiaries without the prior consultation with and written approval of the Sellers; provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer or Buyer’s Representatives or Affiliates with the customers, providers, service providers and suppliers of the Companies or the Company S...
Access Prior to the Closing. Between the date of this Agreement and the Closing, the Seller and the Company shall (i) give the Buyer and its representatives and agents full and complete access to all properties, personnel, facilities and offices of the Company and to all the Records of the Company (and permit the Buyer to make copies thereof), (ii) permit the Buyer and its representative and agents to make inspections thereof, and (iii) cause the officers and employees of, and consultants to, the Company to furnish the Buyer with all financial information and operating data and other information with respect to the business and properties of the Company and to discuss with the Buyer and its representatives the affairs of the Company.
Access Prior to the Closing. (a) Between the date of this Agreement and the earlier of the termination of this Agreement in accordance with the terms hereof or the Closing (except as otherwise required by the Court), the Company and the Principals shall (i) give Purchaser and its authorized representatives and agents full and complete access to all properties, personnel, facilities and offices of the Company and to all the books and records of the Company (and permit such parties to make copies thereof), (ii) permit the Purchaser and its authorized representative and agents to make inspections thereof, and (iii) cause the officers and employees of, and consultants to, the Company to furnish the Purchaser with all financial information and operating data and other information with respect to the business and properties of the Company and to discuss with such parties and its representatives the affairs of the Company; provided, however that the Company shall not warrant the accuracy of such data or information except as expressly set forth in this Agreement.
Access Prior to the Closing. (a) Between the date of this Agreement and the Closing Date, Holdings shall, with appropriate notice from the Purchaser and during normal business hours and for purposes of this Agreement (i) give the Purchaser and its authorized representatives full and complete access to all properties, facilities and offices of Holdings and its Subsidiaries and to the books and records of Holdings and its Subsidiaries, (ii) permit the Purchaser to make inspections thereof, and (iii) furnish the Purchaser with such financial information and other information with respect to the business and properties of Holdings and its Subsidiaries (other than proprietary data and processes) as may be reasonably requested by the Purchaser, all in accordance with prior arrangements to be made between the Purchaser and the Seller and in a manner which shall to the maximum extent practicable minimize disruptions to Holdings’ and its Subsidiaries’ business and operations. Between the date of this Agreement and the Closing Date, the parties agree to communicate with employees, customers and suppliers of Holdings and its Subsidiaries, in form and substance as is mutually satisfactory to the Seller and the Purchaser with respect to the Contemplated Transactions and the Business to the extent reasonably necessary to preserve the benefits of the Contemplated Transactions and the Business for the Purchaser, provided, that except as and in the manner specifically agreed to in writing by the Seller, the Purchaser shall not, and shall not permit its representatives, consultants and agents to (i) communicate with customers or suppliers of Holdings and its Subsidiaries with respect to the Contemplated Transactions or the Business or (ii) conduct any environmental testing or other on-site environmental survey or investigation with respect to Holdings and its Subsidiaries.
Access Prior to the Closing. The Seller shall afford the Purchaser and its counsel, accountants, and other authorized agents and representatives (its "Advisors") reasonable access during normal business hours to the Seller's plants, properties, books, records and personnel in order that the Purchaser and its Advisors may have the opportunity to make such reasonable investigations as they shall desire to make of the affairs of the Seller.
Access Prior to the Closing. Prior to the Closing, the Sellers shall permit, or cause the Company and the Subsidiaries to permit, Teltrend and its representatives to have access, during regular business hours and upon reasonable advance notice, to the Company and the Subsidiaries and their properties (including the right to conduct reasonable investigations in connection therewith), employees and customers, subject to reasonable rules and regulations of the Sellers, and shall furnish, or cause to be furnished, to Teltrend any financial and operating data and other information that is available with respect to the Company and Subsidiaries as Teltrend shall from time to time reasonably request. Teltrend shall abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to it or its representatives pursuant to this SECTION 5.1.
Access Prior to the Closing. The Company shall afford the Purchaser and its counsel, accountants, investment bankers, investors and other authorized agents and representatives (its "Advisors") reasonable access during normal business hours upon reasonable prior notice to the Company's properties, books, records and personnel in order that the Purchaser and its Advisors may have the opportunity to make such reasonable investigations as they shall desire to make of the affairs of the Company. The Company shall furnish, or shall cause its accountants to furnish, such additional financial and operating data and other information as the Purchaser or its Advisors shall from time to time reasonably request, including, without limitation, all financial and operating data as shall be necessary for verification of the accuracy of the Financial Statements. The Company shall, upon the reasonable request of the Purchaser, assist the Purchaser and its Advisors in contacting and communicating with suppliers, customers, employees and Advisors of the Company.
Access Prior to the Closing. (a) Between the date of this Agreement and the Effective Time, the Founders shall, and shall cause GeoMed to, as Titan may from time to time request with reasonable notice to GeoMed, (i) give Titan and its authorized representatives full and complete access to all properties, personnel, facilities and offices of GeoMed and to the books and records of GeoMed (and permit Titan to make copies thereof), including such books and records sufficient to enable Titan's auditors to review (at Titan's expense) the Financial Statements, (ii) permit Titan to make inspections thereof, (iii) cause the officers and employees of, and consultants to GeoMed to furnish Titan with all financial information and operating data and other information with respect to the business and properties of GeoMed, including any information relating to the Intellectual Property, and to discuss with Titan and its authorized representatives the affairs of GeoMed.
Access Prior to the Closing. (a) Between the date of this Agreement and the Effective Time, each Stockholder shall, and shall cause MPGN to, as Purchaser may from time to time request with reasonable notice to MPGN, (i) give Purchaser and its authorized representatives full and complete access to all properties, personnel, facilities and offices of MPGN and to the books and records of MPGN (and permit Purchaser to make copies thereof), (ii) permit Purchaser to make inspections thereof, (iii) cause the officers and employees of, and consultants to MPGN to furnish Purchaser with all financial information and operating data and other information with respect to the business and properties of MPGN, and to discuss with Purchaser and its authorized representatives the affairs of MPGN.
Access Prior to the Closing. (a) Between the date of this Agreement and the Effective Time, each Party (the "REQUESTING PARTY") may from time to time request any of the other Parties (the "REQUESTED PARTY"), upon reasonable notice to the Requested Party, (i) to give the Requesting Party and its authorized representatives full and complete access to all properties, personnel, facilities and offices of the Requested Party and to the books and records of the Requested Party (and permit the Requesting Party to make copies thereof), (ii) to permit the Requesting Party to make inspections thereof, (iii) to cause the officers and employees of, and consultants to, the Requested Party to furnish the Requesting Party with all financial information and operating data and other information with respect to the business and properties of the Requesting Party and to discuss with the Requesting Party and its authorized representatives the affairs of the Requested Party.
