Access to Buyer. Buyer shall (a) give to Seller and to Seller's counsel, accountants and other representatives reasonable access, during normal business hours, throughout the period prior to the Closing Date, to all of the books, contracts, commitments and other records of Buyer and shall furnish Seller during such period with all information concerning Buyer that Seller may reasonably request; and (b) afford to Seller and to Seller's representatives, agents, employees and independent contractors reasonable access, during normal business hours, to the properties of Buyer in order to conduct inspections at Seller's expense to determine that Buyer is operating in compliance with all applicable federal, state, local and foreign statutes, rules and regulations, and all material building, fire and zoning laws or regulations and that the assets of Buyer are substantially in the condition and of the capacities represented and warranted in this Agreement; provided, however, that in every instance described in (a) and (b), Seller shall make arrangements with Buyer reasonably in advance and shall use its best efforts to avoid interruption and to minimize interference with the normal business and operations of Buyer. Any such investigation or inspection by Seller shall not be deemed a waiver of, or otherwise limit, the representations, warranties or covenants of Buyer contained herein.
Access to Buyer. Upon reasonable notice to Sellers, Sellers shall --------------- provide Buyer full access at all reasonable times to such historical financial information (to the extent still in Sellers' possession or to which Sellers have power to grant access) relating to the Division or the Companies as Buyer shall reasonably request to prepare and deliver the computations of September 30 Tangible Net Worth and Closing Date Tangible Net Worth in accordance with Section 2.8(a) and to respond to any Statement of Objections.
Access to Buyer. Prior to the Closing Date and upon the written request of Buyer, the Seller shall give Buyer and its counsel, accountants and other representatives reasonable access, during normal business hours, to the Restaurant premises, employees, customer books, contracts, records and all other information pertaining to the Assets and the operations of the Restaurants as Buyer may reasonably request.
Access to Buyer. From the date of this Agreement through the Closing, Seller Shareholder shall cause Seller to permit Buyer and its representatives to make a full business, financial, accounting, and legal audit of Seller. Seller Shareholder shall cause Seller to take all reasonable steps necessary to cooperate with Buyer in conducting this audit.
Access to Buyer. From the date of this Agreement through the Closing, Seller Parties will permit Buyer and Newco and their representatives to make a full business, financial, accounting, and legal audit of Seller. Seller Parties will take all reasonable steps necessary to cooperate with Buyer and Newco in conducting this audit. No such investigation by Buyer, Newco, or their representatives shall affect Seller Parties' representations and warranties or Buyer's or Newco's reliance on them.
Access to Buyer. 20 Section 5.02. Access to Sellers........................................... 20 Section 5.03. Reasonable Best Efforts; Further Assurances................. 20 Section 5.04. Certain Filings............................................. 21 Section 5.05. Public Announcements........................................ 21 Section 5.06. WARN Act.................................................... 21 Section 5.07. Buyer License Agreement..................................... 21 Section 5.08. Portland Office Facility Lease.............................. 22 Section 5.09. Seneca Facility Lease....................................... 22 Section 5.10. Seneca Facility Purchase Option............................. 22 Section 5.11. Option to Purchase Sewing Equipment......................... 23 Section 5.12. Audited Financial Statements................................ 23 Section 5.13. Hilfiger License and Nike License........................... 23 Section 5.14. Notice to Licensees......................................... 23 Section 5.15. Intercompany Accounts....................................... 23 Section 5.16. VF Corporation Guarantee.................................... 24
Access to Buyer. On and after the Closing Date, Sellers will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including, without limitation, accountant's work papers), information, officers and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business (including, without limitation, in connection with the preparation by Buyer of any audited financial statements relating to the Purchased Assets that are required by Regulation S-X promulgated by the Securities and Exchange Commission); provided that any such access by Buyer shall not unreasonably interfere with the conduct of the business of Sellers. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing.
Access to Buyer. From the date of this Agreement through the Closing, Seller Shareholder shall cause Company to permit Buyer and its representatives to have access at all reasonable times to Company's books, records, files and employees. No such access, nor the due diligence investigation of Company conducted by Buyer and its representatives prior to the date hereof, shall affect the representations and warranties of Seller Shareholder or Buyer's right to rely upon such representations and warranties.
Access to Buyer. During the period prior to the Closing Date and upon the prior written request of Buyer, each of the Sellers shall give Buyer, and its counsel, accountants and other representatives reasonable access, during each of the Sellers' normal business hours, to the Restaurant premises, employees, customer books, contracts and records, and all other information pertaining to the Assets and the operations of the Restaurants as Buyer may reasonably request. Provided, however, that Buyer may not interrupt or interfere with Sellers' business and Buyer hereby agrees to indemnify and hold Sellers harmless from and against any Losses (as defined in Article 7 hereof) caused by Buyers activities pursuant to this Section 4.2
Access to Buyer. For a period of up to thirty (30) days following the Closing Date, Seller, or Seller’s assignee, shall permit Buyer access to all properties at which the Acquired Assets are located as necessary for the purpose of inventorying and removal of the Acquired Assets; provided that all costs related to such removal (and the loading and preparation thereunder) shall be borne by Buyer.
