Access to Assets, Personnel and Information Sample Clauses

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. 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, or involve the disclosure of Parent Information relating to Parent’s negotiation of the Merger or any transaction related to the Merger or relating to Parent’s negotiation of any Parent Acquisition Proposal. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Acquired Companies or their Representatives s...
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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.
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 prior to the Effective Time to any of the assets, books and records, contracts, employees, representatives, agents and facilities of the Parent Companies; and (ii) upon request during normal business hours prior to the Effective Time, furnish promptly to the Company (at the Company’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. Neither Parent nor any of the Parent Companies shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law.
Access to Assets, Personnel and Information. From the date hereof until the Closing, the Company 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 Company (except as contemplated by this Agreement), to all of the Assets, properties, books and records (including for the avoidance of doubt, the member minutes), Contracts, Facilities, audit and Tax work papers, information systems and computer networks, and payroll records of the Company (including access to the Oil and Gas Properties to conduct an environmental and regulatory assessment (the “Environmental Diligence Review”), if requested by Buyer, pursuant to Section 6.01 below), to any of the officers, members, personnel and professional advisors of the Company and to any of the material suppliers, operators, partners and customers of the Company 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 Company (or any of their respective assets) that is within the possession of the Company; provided, however, Buyer shall repair any damages to the Assets resulting from such inspections and BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER AND ITS PARTNERS, SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES OR CAUSES OF ACTION ARISING FROM THE INSPECTION OF THE ASSETS BY BUYER OR ITS CONTRACTORS, AGENTS, CONSULTANTS OR REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PROPERTY DAMAGES, PERSONAL INJURIES OR DEATH, UNLESS SUCH LOSSES OR CAUSES OF ACTION ARE CAUSED BY THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
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.
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.
Access to Assets, Personnel and Information. (a) 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.
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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 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 the Company (at the Company's expense) access to, or 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.
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing, Company and Subsidiary will afford to Purchaser and the Purchaser Representatives, at Purchaser’s sole risk and expense, access at reasonable times to any of the assets, books and records, contracts, facilities, audit work papers and payroll records of Company and Subsidiary 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 Company or Subsidiary (or their assets) that is within the possession or control of Company or Subsidiary. During such period, Company will make available to a reasonable number of Purchaser Representatives adequate office space and facilities at the office facilities of Company. Notwithstanding the foregoing, no investigation pursuant to this Section 5.2(a) will affect or be deemed to modify any of the representations or warranties made by Company or Subsidiary in this Agreement. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser and treated the same as Purchaser would treat its own confidential information.
Access to Assets, Personnel and Information. (a) Subject to the Agreed Procedures, from the date hereof until the Closing Date, Seller and Seller Representative will afford to Purchaser and the Purchaser Agents, at Purchaser's sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants and facilities of the Acquired Companies 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 concerning any Acquired Company that is within the possession or control of Seller or any Acquired Company. During such period, Seller will make available to a reasonable number of Purchaser Agents adequate office space and facilities at the principal office facility of the Company.
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