Access to Assets, Personnel and Information. (a) From the date hereof until the Closing Date, Sellers will afford to Purchaser and the Purchaser Representatives, at Purchaser's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants and facilities of Sellers and shall, upon request, furnish promptly to Purchaser, at Purchaser's expense, a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data (excluding personnel files) concerning Sellers or the Assets that is within the possession or control of Sellers.
(b) Purchaser and the Purchaser Representatives shall have the right to make a physical assessment of the Assets and Operations of Sellers and, in connection therewith, shall have the right to enter premises of Sellers and inspect its assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to Sellers. Sellers shall be provided not less than 48 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manner, and Sellers and Sellers' Representatives shall have the right to witness all such investigations. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from the activities of Purchaser and the Purchaser Representatives with respect to the assets and Operations of Sellers in connection with conducting such physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers or any Sellers Representative.
(c) Sellers will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchase...
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential. In such circumstances, the Parties will us...
Access to Assets, Personnel and Information. (a) From the date hereof until the Effective Time, Parent shall: (i) afford to Prize and the Prize Representatives, at Prize's sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents and facilities of the Parent Companies; and (ii) upon request, furnish promptly to Prize (at Prize's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Parent Companies (or any of their respective assets) that is within the possession or control of any of the Parent Companies.
(b) From the date hereof until the Effective Time, Prize shall: (i) afford to Parent and the Parent Representatives, at Parent's sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents and facilities of the Prize Companies; and (ii) upon request, furnish promptly to Parent (at Parent's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Prize Companies (or any of their respective assets) that is within the possession or control of any of the Prize Companies.
(c) Prize and the Prize Representatives shall, at Prize's sole risk and expense, have the right to make an environmental and physical assessment of the assets of the Parent Companies and, in connection therewith, shall have the right to enter and inspect such assets and all buildings and improvements thereon, and generally conduct such non-invasive tests, examinations, investigations and studies as Prize deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to such assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. Parent shall be provided not less than 24 hours prior notice of such activities, and Parent Representatives shall have the right to witness all such tests and investigations. Prize shall (and shall cause the Prize Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Prize Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Parent of the determination ...
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing, Sellers shall cause Summit to afford to Purchaser and the Purchaser Representatives, at Purchaser's sole risk and expense, reasonable access to any of the assets, books and records, contracts, facilities, audit work papers, payroll records and personnel performance and employment history of Summit and any of the directors and officers of Summit and shall, upon request, furnish promptly to Purchaser (at Purchaser's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning Summit (or any of its assets) that is within the possession or control of Summit. During such period, Summit will make available to a reasonable number of Purchaser Representatives adequate office space and facilities at the principal office facility of Summit in Enid, Oklahoma.
(b) Sellers shall cause Purchaser and the Purchaser Representatives to have the right and opportunity to make a reasonable environmental and physical assessment of the assets of Summit and, in connection therewith, shall have the right to enter and reasonably inspect such assets and all buildings and improvements thereon and generally conduct such tests, examinations, investigations and studies as Purchaser reasonably deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to such assets, their condition and the presence of Hazardous Materials. Summit shall be provided 24 hours prior notice of such activities, and Summit Representatives shall have the right to witness all such tests and investigations. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Summit of the determination of the need for disclosure.
(c) From the date hereof until the Closing, Sellers shall fully and accurately disclose, and shall cause Summit, to fully and accurately disclose, to Purchaser and the Purchaser Representatives all information that is (i) reasonably requested by Purchaser or any of the Purchaser Representatives, (ii) known to any of the Sellers or Summit, and (iii) relevant in any manner or de...
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, KeyOn shall: (i) afford to Internet America and Internet America Representatives reasonable access during normal business hours to any and all of the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the KeyOn Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized that are within the possession or control of any of the KeyOn Companies (the “KeyOn Information”); and (ii) upon request during normal business hours, furnish promptly to Internet America (at Internet America’s expense) a copy of any KeyOn Information. Internet America agrees to conduct such investigation in a manner that does not interfere unreasonably with the KeyOn Companies’ operations and with the prompt and discharge by such KeyOn Companies’ employees of their duties.
(b) Upon reasonable notice and subject to Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Internet America shall: (i) afford to KeyOn and the KeyOn Representatives reasonable access during normal business hours to any and all of the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Internet America Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Internet America Companies (the “Internet America Information”); and (ii) upon request during normal business hours, furnish promptly to KeyOn (at KeyOn’s expense) a copy of any Internet America Information. KeyOn agrees to conduct such investigation in a manner that does not interfere unreasonably with the Internet America Companies’ operations and with the prompt and discharge by such the Internet America Companies’ employees of their duties.
(c) From the date hereof until the Effective Time, each of KeyOn and Internet America shall: (i) furnish to the other, promptly upon receipt or filing (as the case may be), a copy of each communication between such Party and the SEC after the date hereof relating to the Merger or the Information/Registration Statement and each report, schedule, registration statement or other document filed b...
Access to Assets, Personnel and Information. From the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent's sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents and facilities of the Company and each Material Subsidiary; (ii) provide to Parent all information which pertains to matters requiring Parent's approval under Section 5.1 and cooperate with Parent to institute procedures and practices to facilitate the joint approval by Parent and the Company of such matters; (iii) upon request, furnish promptly to Parent (at Parent's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning the Company and each Material Subsidiary (or any of their assets) that is within the possession or control of the Company; and (iv) consent to its independent auditors and Xxxxx Xxxxx Company, L.P. to make available their respective work papers to Parent and the Parent Representatives to the extent permitted by the applicable professional standards.
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing, the Company shall afford to Buyer and the Buyer Representatives, at Buyer's sole risk and expense, reasonable access, during normal business hours, upon reasonable prior notice and in such manner as will not unreasonably interfere with the conduct of business of the Company or any of its Subsidiaries, to all of the assets, properties, books and records, contracts, facilities, audit and tax work papers, information systems and computer networks, and payroll records of the Company or any of its Subsidiaries (including access to the Operated Properties to conduct Environmental and Regulatory Assessments) and to any of the directors, officers, personnel or professional advisors (including the Company's independent public accountants) of the Company or any of its Subsidiaries and shall, upon reasonable request, furnish promptly to Buyer (at Buyer's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning the Company or any of its Subsidiaries (or any of their respective assets) that is within the possession or control of the Company or any of its Subsidiaries. The Company and its Subsidiaries shall instruct Ernst & Young LLP, the Company's independent accountants, to reasonably cooperate with Buyer in connection with Buyer's evaluation of the business, operations and financial condition of the Company and its Subsidiaries. In that connection, the Company and its Subsidiaries shall promptly provide to Ernst & Young LLP such waivers, releases or other documentation as may be reasonably necessary to effectuate the purposes and intents of the preceding sentence.
(b) Notwithstanding anything in this Section 6.2 to the contrary, (i) the Company shall not be obligated under the terms of this Section 6.2 to disclose to Buyer or the Buyer Representatives, or grant Buyer or the Buyer Representatives access to, information that is within the Company's possession or control but subject to a valid and binding confidentiality agreement with a third party that prohibits such disclosure without first obtaining the consent of such third party, and the Company, to the extent reasonably requested by Buyer, will use its reasonable efforts to obtain any such consent and (ii) is subject to an attorney/client or attorney work product privilege ("Company Privileged Information"); provided, however, that with respect to any information that the Company claims is Com...
Access to Assets, Personnel and Information. From and after the date of this Agreement until the Effective Time, Seller shall give Buyer and its Representatives reasonable access, during regular business hours and upon reasonable advance notice, to such employees and the Assets, as are necessary to allow Buyer and its Representatives to make such inspections, and to interview or confer with Seller and its Representatives as they may require in connection with reasonable due diligence and transition planning activities that Buyer believes are necessary and appropriate with respect to the Assets. Seller shall have the right to have a Representative present at all times of any such inspections, interviews and examinations conducted at or on the offices or other facilities or properties of Seller. The scope, sequence, and timing of these activities shall be at the sole discretion of Buyer, except the scope of these activities shall not include any taking, sampling or testing of soil or water. The cost and expense of these activities shall be borne by Buyer. Buyer may confer with regulatory agencies and review and copy any and all agency records with respect to the Assets. Additionally, the Environmental Reports and all other records provided to Buyer pursuant to this Section 6.3 will be deemed to be "Confidential Information" for purposes of the Confidentiality Agreement. Buyer, however, shall not be entitled to access to any (i) materials containing privileged communications or (ii) information about employees, disclosure of which might violate an employee's reasonable expectation of privacy or otherwise be prohibited by Legal Requirements. Buyer expressly acknowledges that nothing in this Section 6.3 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein. Buyer shall defend, indemnify and hold harmless Seller, its Affiliates and their officers, directors, employees and agents from and against all losses, claims, demands, lawsuits, judgments, costs, expenses (including reasonable attorney's fees) and other Liabilities arising out of personal injury or death suffered by Buyer's or Seller's employees or contractors during inspection of the Assets under this Section 6.3.
Access to Assets, Personnel and Information. (a) From the date of the Original Agreement until the Effective Time, Tichxxxx xxxll, upon reasonable notice, afford to Parent and the Parent Representatives, at Parent's sole risk and expense, reasonable access during normal business hours to any of the assets, books and records, contracts, executive officers, management employees, representatives, agents and facilities of the Tichxxxx Xxxpanies and shall, upon request, furnish promptly to Parent (at Parent's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Tichxxxx Xxxpanies (or any of their respective assets) that is within the possession or control of Tichxxxx. Xxring such period, upon reasonable notice, Tichxxxx xxxl make available to a reasonable number of Parent Representatives adequate office space and facilities at the principal office facility of Tichxxxx xx Dallas, Texas.
(b) Upon request by Tichxxxx, Xxrent shall use its reasonable best efforts to cause Heftel to afford to Tichxxxx xxx the Tichxxxx Xxxresentatives prior to the consummation of the Assignment Agreement such access to Heftel and the Heftel Subsidiaries as described in Section 5.4(c) and (e), subject to the execution of a mutually acceptable confidentiality agreement between Heftel and Tichxxxx.
(c) From the date of the consummation of the Assignment Agreement until the Effective Time, Heftel shall, upon reasonable notice, afford to Tichxxxx xxx the Tichxxxx Xxxresentatives, at Tichxxxx'x xxxe risk and expense, reasonable access during normal business hours to any of the assets, books and records, contracts, management employees, representatives, agents and facilities of Heftel and the Heftel Subsidiaries and shall, upon request, furnish promptly to Tichxxxx (xx Tichxxxx'x xxxense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning Heftel (or any of its assets) that is within the possession or control of Heftel. During such period, upon reasonable 40 notice, Heftel will make available to a reasonable number of Tichxxxx Xxxresentatives adequate office space and facilities at the principal office facility of Heftel in Las Vegas, Nevada.
(d) From the date of the Original Agreement until the Effective Time, Tichxxxx xxxl fully and accurately disclose, and will cause each of the Tichxxxx Xxxsidiaries to fully and accurately disclose, to Parent and the Parent Represent...
Access to Assets, Personnel and Information. From the date hereof until the Closing, the Target Parties shall afford to Buyer and its Representatives full and complete access, to the extent permitted by applicable privacy Laws, including during extended business hours but in such manner as will not materially interfere with the conduct of business of the Target Parties (except as contemplated by this Agreement), to all of the assets, properties, books and records (including, for the avoidance of doubt, the board, manager, member and stockholder minutes from and after January 1, 2010), Contracts, Facilities, audit and Tax work papers, information systems and computer networks, and payroll records of the Target Parties (including access to the Oil and Gas Properties to conduct an Environmental and Regulatory Assessment, if requested by Buyer, pursuant to Section 5.05 below), to any of the directors, officers, personnel and professional advisors (including the Company’s independent public accountants) of the Target Parties and to any of the material suppliers, operators, partners and customers of the Target Parties and shall, upon reasonable request, furnish promptly to Buyer a copy of any file, book, record, Contract, Permit, correspondence, or other written information, document or data concerning the Target Parties (or any of their respective assets) that is within the possession of the Target Parties. The Target Parties shall use its reasonable best efforts to cause BDO LLP, the Company’s independent accountants, to cooperate with Buyer in connection with Buyer’s evaluation of the business, operations and financial condition of the Target Parties. In that connection, the Target Parties shall promptly provide to BDO LLP such waivers, releases or other documentation as may be reasonably necessary to effectuate the purposes and intents of the preceding sentence.
