Access to Business. From and after the date of this Agreement, Seller and SCI will give Buyer and its representatives full and free access to all properties, Contracts, books and records of the Business so that Buyer may have full opportunity to make such investigation as it shall desire to make of the affairs of the Business, including, without limitation, the conduct of any environmental investigations or assessments, provided that (i) such investigation or assessment shall not unreasonably interfere with the operations of the Business, and (ii) prior to Buyer or any of its representatives or contractors contacting the Location or Location personnel, Buyer shall first communicate with and receive approval from Xxxxxxx Xxxxxxx, which approval shall not be unreasonably withheld. Seller and SCI agree to furnish to Buyer and its representatives all data and information concerning the Acquired Assets and the Business that may be reasonably requested by them to conduct a complete and thorough due diligence review of the Acquired Assets, the Business and the employees of the Business.
Access to Business. (a) For a period of six (6) years following the Closing Date, Buyer shall, subject to any restrictions imposed from time to time in good faith upon advice of counsel respecting the provision of privileged communications or competitively sensitive information and any applicable confidentiality agreement with any Person, provide Sellers and their authorized representatives with reasonable access (for the purpose of examining and copying at Sellers’ sole cost), during normal business hours and after reasonable advance notice, to books and records and other information and materials in the possession of Buyer or the Company which relates to the Company, or the Business for periods prior to the Closing Date, as may be reasonably requested for tax, financial reporting and any other reasonable business purposes; provided, that such inspection and copying shall be conducted in a manner that will not unreasonably disrupt the normal course of Buyer or the Company’s Businesses. Unless otherwise consented to in writing by Sellers, Buyer shall not, and shall cause the Company not to, for a period of six (6) years following the Closing Date, destroy, alter or otherwise dispose of any books and records of the Company or the Business, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to Sellers such books and records or such portions thereof.
(b) For a period of six (6) years after the Closing Date, the Voting Trustees shall, and shall direct their Representatives to, subject to any restrictions imposed from time to time in good faith upon advice of counsel respecting the provision of privileged communications or competitively sensitive information and any applicable confidentiality agreement with any Person, use their respective commercially reasonable efforts to respond to all reasonable requests by Buyer for information relating to the Voting Trust certificate holders’ beneficial ownership of Shares as of the Closing Date which the Voting Trustees may retain after the Closing Date. Access to such information shall be afforded by the Voting Trustees upon receipt of reasonable advance notice and during normal business hours. Buyer shall be solely responsible for any costs and expenses incurred by it pursuant to this Section 6.7(b). If the Voting Trustees shall desire to dispose of any of such information prior to the expiration of such six (6) year period, such party shall, prior to such disposition, give Buyer a r...
Access to Business. From and after the date of this Agreement, upon receipt of reasonable advance written notice from the Buyer, the Seller will give the Buyer and its representatives reasonable access to all on-site properties, books and records of the Business so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the affairs of the Business, provided that such investigation shall not unreasonably interfere with the operations of the Business. Prior to any such access, the Buyer shall provide the Seller with a certificate of liability insurance reasonably satisfactory to the Seller. The Buyer shall restore the property to its condition immediately prior to such access if such access results in damage to the property.
Access to Business. From and after the date of this Agreement, Seller will give and will cause the NFPs to give Buyer and its representatives full and free access to all properties, Contracts, books and records of the Business so that Buyer may have full opportunity to make such investigation as it shall desire to make of the affairs of the Business, including, without limitation, the conduct of any environmental investigations or assessments, provided that (i) such investigation or assessment shall not unreasonably interfere with the operations of the Business, and (ii) prior to Buyer or any of its representatives or contractors contacting any Owned or Managed Location any personnel at such Location, Buyer shall first communicate with and receive approval from Xxxxxxx Xxxxxxx, which approval shall not be unreasonably withheld. Seller agrees to furnish to Buyer and its representatives all data and information of a financial or operational nature concerning the Acquired Assets, the Managed Assets and the Business that may be reasonably requested by them to conduct a complete a thorough due diligence review of the Acquired Assets, the Managed Assets, the Business and the employees of the Business. In furtherance and not in limitation of the foregoing, Seller agrees to fully cooperate with Buyer as reasonably requested and as reasonably necessary in connection with the arrangement of any equity or debt financing required by Buyer to consummate the transaction contemplated by this Agreement, provided, however, such cooperation shall impose no monetary obligation on Seller.
Access to Business. Seller shall, from the date hereof up to and including the Closing Date, permit Buyer and Buyer’s attorneys, accountants, agents and representatives full access to the books, records, business, assets and employees of Aviation at any reasonable time during normal business hours and in any reasonable manner, upon reasonable notice and without undue interruption to the business of Aviation. Buyer shall have the right, after consultation with and under the supervision of Seller, to meet with employees, customers and suppliers of Aviation (but only in the presence of Wxxxxxx R. Xxxxx and such other representative of Seller as Seller shall designate), and Seller shall give Buyer full cooperation with respect thereto as reasonably requested.
Access to Business. From and after the date of this Agreement, upon receipt of reasonable advance written notice from Buyer, Seller will give Buyer and its representatives reasonable access to all on-site properties, books and records of the Business so that Buyer may have full opportunity to make such investigation as it shall desire to make of the affairs of the Business, provided that such investigation shall not unreasonably interfere with the operations of the Business.
Access to Business. (a) Subject to clause 5.8(b), clause 5.8(d) and clause 16.2 and provided the Buyer Entities and their representatives strictly comply with any safety or other site requirement, prior to the earlier of Completion and any termination of this agreement, the Seller will allow a reasonable number of persons authorised by the Buyer Entities reasonable access during normal business hours and on reasonable notice:
(1) to inspect the premises of the Target Entities (to the extent the Seller is legally able to); and
(2) to meet with senior management of the Target Entities and accounting personnel of the Target Entities and the Seller Group, for the purpose of planning the integration of the Target Entities with the Buyer Group following Completion.
(b) Access to the Curragh Mine in accordance with clause 5.8(a)(1) and to the senior management of the Target Entities in accordance with clause 5.8(a)(2) is in each case subject to the Seller receiving written notice from a Buyer Entity at least three Business Days (or as otherwise agreed) in advance of the requested access.
(c) Subject to compliance with clauses 5.8(a), 5.8(b) and 5.8(d), during a visit to the Target Entities’ premises a Buyer Entity may, with the Seller’s prior consent, make copies of material examined and consult with employees of the Target Entities.
(d) The Buyer Entities and each member of the Buyer Group and their respective representatives must not (prior to Completion):
(1) cause material disruption to, or have a material adverse effect on, the day to day conduct of the Business;
(2) give any direction to or seek to influence any employee of a Target Entity;
(3) directly or indirectly offer any employment or other contract to any employee or contractor of a Target Entity;
(4) cause or encourage any employee of a Target Entity to leave their employment;
(5) other than as required by clause 2, contact a contractor or supplier of a Target Entity except with the prior written consent of the Seller (acting reasonably); or
(6) other than as required by clause 2, contact any Governmental Agency in connection with the Curragh Mine or any Transaction Agreement.
(e) Subject to the other provisions of this agreement, the parties acknowledge that this clause 5.8 does not impose any obligation on the Seller to conduct the Business in accordance with any direction or representation made by the Buyer and the parties acknowledge their obligations under the Competition and Consumer Xxx 0000 (Cth) and all applic...
Access to Business. Except as may be prohibited by applicable Legal Requirements, prior to the Closing, Seller shall, upon reasonable notice, permit Representatives of Buyer to have reasonable access during normal business hours and under reasonable circumstances to personnel, premises, properties, assets, books and records, contracts and documents pertaining to the Business, the Acquired Assets or the Assumed Liabilities; provided that (a) access to such personnel, premises, properties, assets, books and records, contracts and documents is reasonably required by Buyer to timely consummate the transactions contemplated by this Agreement, (b) Buyer and its Representatives shall not unreasonably interfere with the business and operations of Seller, and (c) Buyer may not conduct or cause to be conducted any environmental or other testing at any of the Real Property sites, unless and until prior written authorization for such testing is obtained from Seller.
Access to Business. Except as may be prohibited by Law, or as may be required to preserve the confidentiality of privileged information or attorney work product, prior to the Closing, the Seller shall, upon reasonable notice, permit representatives of the Buyer to have reasonable access during normal business hours and under reasonable circumstances to personnel, properties, assets and books and records to the extent related to the Business, the Purchased Assets or the Assumed Liabilities; provided that (a) access to such personnel, properties, assets and books and records is reasonably required by the Buyer to timely consummate the transactions contemplated by this Agreement, (b) the Buyer and its representatives shall not unreasonably interfere with the business and operations of the Seller, (c) at the reasonable request of the Seller, the Buyer shall furnish the Seller with a certificate of insurance insuring the Seller against loss by reasons of any liabilities, obligations, damages or penalties imposed upon, incurred by or asserted against the Seller in connection with or arising out of any access granted to the Buyer or its representatives pursuant to this Section 6.4, and (d) the Buyer may not conduct or cause to be conducted any environmental or other testing at any Leased Real Property. Nothing herein shall require the Seller to disclose any information to the Buyer if such disclosure would on the advice of the Seller’s legal counsel, be reasonably likely to waive any legal privilege or work product protection.
Access to Business. 9 6.4 Insurance........................................................9 6.5
