Access to Documents; Opportunity to Ask Questions. The Seller shall provide the Purchasers with such information as the Purchasers from time to time reasonably may request with respect to the Business, and shall permit the Purchasers and any of the directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Purchasers' Representatives") reasonable access, during normal business hours and upon reasonable prior notice, to the properties, corporate records and books of accounts of the Business, as the Purchasers from time to time reasonably may request; provided, however, that the Seller shall not be obligated to provide the Purchasers with any information the provision of which may be prohibited by law or contractual obligation. No disclosure by the Seller whatsoever during any investigation by the Purchasers shall constitute an enlargement of or additional warranty or representation of the Seller beyond those expressly set forth in this Agreement. All information and access obtained by the Purchasers in connection with the transactions contemplated by this Agreement shall be subject to the terms and conditions of the letter agreement relating to confidentiality, dated as of November 7, 1995, between the Seller and the Parent (the "Confidentiality Agreement") which Confidentiality Agreement shall terminate on the Closing Date.
Access to Documents; Opportunity to Ask Questions. Seller shall, and shall cause its Subsidiaries to, (a) afford to Purchaser, its representatives and financing sources and the representatives of such financing sources ("REPRESENTATIVES") reasonable access to (i) senior management of the Business to answer questions concerning the business operations and affairs of the Business, and (ii) (A) corporate records, Tax Returns, books of accounts, Business Contracts, any Contract to which an Acquired Company is a party, and financial statements Related to the Business or the Acquired Companies and (B) all other documents (excluding confidential portions of personnel and medical records) Related to the Business or related to the Acquired Companies reasonably requested by Purchaser or its Representatives on behalf of Purchaser and (b) shall permit Purchaser and its Representatives reasonable access to the Owned Real Property and the Leased Real Property (including access to perform Phase I environmental assessments for those Owned Real Properties and Leased Real Properties for which a Phase I environmental assessment has not been performed prior to the date hereof or for which a Phase I environmental assessment has not been made available to Purchaser (or such other Owned Real Properties and Leased Real Properties as to be mutually agreed by the parties acting reasonably and in good faith), but excluding the Excluded Assets and Excluded Liabilities and subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege or third-party confidentiality obligation); provided, that in each case, such access shall be given at reasonable times and upon reasonable notice and without undue interruption to Seller's business or personnel. Notwithstanding the foregoing, nothing contained herein shall permit Purchaser to conduct any on-site environmental investigations or examinations, except to the extent permitted under clause (b) of the first sentence of this Section 6.1. All requests for access shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and access thereunder.
Access to Documents; Opportunity to Ask Questions. From and after the date hereof and until the Closing Date, the Seller shall and shall cause the Company to give reasonable access to offices and other facilities and properties of the Seller and the Company and to make available for inspection by the Acquiror or its representatives, upon reasonable advance notice and during normal business hours, the Seller's and the Company's corporate or comparable records, books of account, tax records, contracts and all other documents reasonably requested by the Acquiror, its managerial employees, counsel and auditors in order to permit the Acquiror and such representatives to make reasonable inspection and examination of the business and affairs of the Company, including, but not limited to, a review of the estimations of Indebtedness, the Reserve Fund, the Stockholder notes, merger consideration contemplated by Section 2.3 hereof and the Working Capital Schedule contemplated by Section 2.4 hereof. The Seller shall further cause the managerial employees, counsel and regular independent certified public accountants of the Company to be available upon reasonable advance notice to answer questions of the Acquiror's representatives concerning the business and affairs of the Company and shall further cause them to make available all relevant books and records in connection with such inspection and examination.
Access to Documents; Opportunity to Ask Questions. Such Seller shall provide the Purchaser with such information as the Purchaser from time to time reasonably may request with respect to the SMR Companies, and shall permit the Purchaser and any of the directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Purchaser Representatives") reasonable access, during normal business hours and upon reasonable prior notice, to the properties, records and books of accounts, management and employees of the SMR Companies, as the Purchaser from time to time reasonably may request. Until the Closing Date, all information obtained by the Purchaser, and the manner in which it is obtained, in connection with the transactions contemplated by this Agreement shall be subject to the Confidentiality Agreement, dated as of June 5, 1998, between the Purchaser and Schroders on behalf of the SMR Companies (the "Confidentiality Agreement").
Access to Documents; Opportunity to Ask Questions. Seller shall, and shall cause the Company to, make available for inspection by Buyer and its directors, officers, employees, counsel, representatives, financing sources, accountants and auditors (collectively, "Representatives"), during normal business hours, corporate records, books of accounts, (including accountants' work papers), Contracts and all other documents requested by Buyer, and shall permit Buyer and its Representatives reasonable access to the properties, facilities, suppliers, customers and employees of the Company (provided that Buyer has identified, in the case of employees, the persons to Seller and Seller has consented to such access, with such consent not to be unreasonably withheld) so that Buyer and such Representatives may make reasonable inspection and examination of the business, operations and affairs of the Company and to facilitate the transactions contemplated by this Agreement. All access and information is subject to the terms and conditions of Buyer Confidentiality Agreement.
Access to Documents; Opportunity to Ask Questions. From the date of this Agreement until the Closing, Seller shall, and shall cause the Company to, afford to representatives of Purchaser reasonable access to the corporate records, books of accounts, Material Contracts and other documents (excluding Tax Returns filed on a consolidated, combined or unitary basis with Seller or an Affiliate of Seller, except as prepared on a pro forma basis, and associated workpapers and confidential portions of personnel and medical records), as reasonably may be requested by Purchaser, and shall permit Purchaser and its representatives reasonable access to the Real Property and to the customers of, and suppliers to, the Business; provided, that in each case, such access shall be: (i) subject to any limitations that are reasonably required by Seller to preserve any applicable attorney-client privilege or third-party confidentiality obligation, (ii) given at reasonable times and upon reasonable notice and without undue interruption to the business or personnel of Seller (and subject to the right of Seller to participate in any such meetings with customers and suppliers), and (iii) nothing contained herein shall permit Purchaser or its representatives or financing sources to conduct any on- site environmental investigations or examinations without the prior written consent of Seller. All requests for access shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and access thereunder.
Access to Documents; Opportunity to Ask Questions. From and after the date hereof and until the Closing Date, Company and the Subsidiaries shall make available for inspection by Purchaser or its representatives, upon reasonable advance notice and during normal business hours, Company's and the Subsidiaries' corporate records, books of account, contracts and all other documents reasonably requested by Purchaser, its managerial employees, counsel and auditors in order to permit Purchaser and such representatives to make reasonable inspection and examination of the business and affairs of Company and the Subsidiaries. Company shall further cause the managerial employees, counsel and regular independent certified public accountants of Company and the Subsidiaries to be available upon reasonable advance notice to answer questions of Purchaser's representatives concerning the business and affairs of Company and the Subsidiaries and shall further cause them to make available all relevant books and records in connection with such inspection and examination.
Access to Documents; Opportunity to Ask Questions. Sellers shall cause the Company to grant to Buyer or its representatives, during normal business hours, access to the properties, corporate records, books of account, contracts and all other documents, of the Company reasonably requested by Buyer, its managerial employees, counsel and accountants in order to permit Buyer and such representatives to make such engineering, legal, financial, accounting and other reviews and investigations as Buyer shall reasonably desire to make concerning the business and affairs of the Company, and shall instruct the Company's independent public accountants to permit Buyer's independent public accountants to inspect its accounting and tax accrual work papers and other non-privileged records relating to the Company. Seller shall further cause the managerial employees, counsel and accountants of the Company to be available upon reasonable notice to answer questions of Buyer's representatives concerning their businesses and affairs, and shall further cause them to make available all relevant books and records in connection with such inspection and examination and to furnish such additional financial, technical and other data and information as the Buyer shall from time to time reasonably request.
Access to Documents; Opportunity to Ask Questions. Seller will make confidentially available for inspection by Buyer or its representatives, during normal business hours, Seller's properties, corporate records, books of account, contracts and all other documents related to the Business and the Assets and Liabilities reasonably requested by Buyer, its employees, counsel, auditors and other representatives in order to permit Buyer and such representatives to make a reasonable inspection and examination of the properties, business and affairs of Seller with respect to the Business. The furnishing of any information to Buyer or any investigation made by Buyer or its authorized representatives or any knowledge of the principals or employees of Buyer concerning Seller or the Business shall not affect or otherwise diminish 14 or obviate the representations and warranties made by Seller in this Agreement and Buyer's right to rely thereon.
Access to Documents; Opportunity to Ask Questions. From and after the date hereof, KMD will continue to make available for inspection by Buyer and its duly authorized representatives, during normal business hours, the corporate records, books of account, Contracts, reports and all other documents of or relating to KMD, the Business, the Assets, the Assumed Obligations or the Facilities which are reasonably requested by Buyer or such representatives to make reasonable inspection and examination of the Business, the Assets, the Assumed Obligations and the affairs of KMD. KMD has and will continue to cause its managerial employees, counsel and regular independent certified public accountants to be available during normal business hours and upon reasonable notice to answer questions of Buyer and its duly authorized representatives concerning the business, assets and affairs of KMD, including, without limitation, the ongoing audit of KMD being conducted at the direction of Buyer for purposes of its required filing with the SEC. Any investigations carried out by Buyer or its authorized representatives shall not affect or mitigate KMD's covenants, representations and warranties hereunder, which shall continue in full force and effect.
