Access to Facilities, Files and Records. At the reasonable request of Buyer, Seller shall give Buyer and its representatives (1) reasonable access during normal business hours to all facilities, property, accounts, title papers, insurance policies, licenses, agreements, commitments, records, machinery, fixtures, furniture, and inventories related to the Station or the Station Assets, and (2) all such other information concerning the affairs of the Station as Buyer may reasonably request. The rights of Buyer under this Section shall not be exercised in such a manner as to interfere unreasonably with the business of the Station.
Access to Facilities, Files and Records. At the reasonable request of Buyer and subject to the need to preserve the confidentiality of this transaction prior to Closing in order to preserve relationships with employees and customers, Sellers shall give or cause to be given to the officers, employees, accountants, counsel and authorized representatives of Buyer (a) full access during normal business hours to all facilities, property, accounts, books, minute books, deeds, title papers, licenses, agreements, contracts, tax returns, records and files of every character, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable and inventories related to the Newspaper, and (b) all such other information concerning the Assets and affairs of the Newspaper as Buyer may reasonably request. With the consent and supervision of Sellers, Sellers shall permit representatives of Buyer to perform inspections of the Real Property and the structures located thereon and to perform surveys, environmental assessments, sampling and audits as Buyer may reasonably request with respect to the Assets.
Access to Facilities, Files and Records. At the reasonable request of Buyer and subject to the need to preserve the confidentiality of this transaction prior to Closing in order to preserve relationships with employees and customers, Sellers and Mxxxxx Communications shall give or cause to be given to the officers, employees, accountants, counsel and authorized representatives of Buyer (a) access after prior notice during normal business hours to all Facilities, property, accounts, books, minute books, deeds, title papers, licenses, agreements, contracts, Tax Returns (other than Federal and State income Tax Returns), records and files of every character, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable and inventories primarily related to the Publications, and (b) all such other information concerning the Acquired Assets and affairs of the Publications as Buyer may reasonably request. With the consent and supervision of Sellers, Sellers and Mxxxxx Communications shall permit representatives of Buyer to perform inspections of the Real Property and the structures located thereon and to perform surveys, environmental assessments, sampling and audits as Buyer may request with respect to the Acquired Assets.
Access to Facilities, Files and Records. At the reasonable request of --------------------------------------- Evergreen, Pacific and Southern shall from time to time give or cause to be given to the officers, employees, accountants, counsel and accredited representatives
Access to Facilities, Files and Records. At the reasonable request of Buyer and subject to the need to preserve the confidentiality of this transaction prior to Closing in order to preserve relationships with employees and customers, Sellers and Xxxxxx Communications shall give or cause to be given to the officers, employees, accountants, counsel and authorized representatives of Buyer (a) access after prior notice during normal business hours to all Facilities, property, accounts, books, minute books, deeds, title papers, licenses, agreements, contracts, Tax Returns (other than Federal and State income Tax Returns), records and files of every character, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable and inventories primarily related to the Publications, and (b) all such other information concerning the Acquired Assets and affairs of the Publications as Buyer may reasonably request. With the consent and supervision of Sellers, such consent not to be unreasonably withheld or delayed, Sellers and Xxxxxx Communications shall permit representatives of Buyer to perform inspections of the Real Property and the structures located thereon and to perform surveys, environmental assessments, sampling and audits as Buyer may request with respect to the Acquired Assets. If Buyer finds any such Real Property inspection item or condition unacceptable, Buyer shall notify Sellers in writing of any such matters to which Buyer reasonably objects or has concerns (the “Property Condition Objections”). Sellers may cure prior to Closing, at their sole expense, all of the Property Condition Objections, to the sole satisfaction of Buyer either by (i) the remediation/repair of such Property Condition Objections, (ii) providing alternative arrangements, satisfactory to Buyer in its sole discretion, providing Buyer the full economic benefit of the ownership and/or operation of the affected Real Property without any of the risk associated with or relating to such Property Condition Objections or (iii) removing such particular parcel of the Real Property from the Acquired Assets being transferred upon written notice to Sellers, and with an equitable adjustment to the Purchase Price in accord with an appraisal of the real estate (or of the leasehold 05799 Asset Purchase AgreementMorris Publishing Group 41 interest in Real Property that is not Owned Real Property) by an independent third party appraiser to be selected by the parties (or as otherwise agreed by the parties). If Sell...
Access to Facilities, Files and Records. NETWORK acknowledges that as of the date this Agreement is executed EASTERN has not completed Due Diligence (defined as those actions and investigations described in subsections (i) through (iv) below). Therefore, at the reasonable request of EASTERN, NETWORK shall, from time to time, give or cause to be given to EASTERN, its officers, employees, accountants, counsel and authorized representatives full access to (i) all of the property, accounts, books and other financial records, minute books, deeds, title papers, insurance policies, certificates, licenses, agreements, contracts, tariffs, commitments, tax returns, records and files of every character, employees, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable and inventories of NETWORK; (ii) all such other information concerning the affairs of NETWORK as EASTERN may reasonably request; (iii) consult with the independent auditors of and counsel to NETWORK with respect to all matters, including, but not limited to, the financial condition of NETWORK and the audit of NETWORK's financial statements and any legal and regulatory matters affecting NETWORK; (iv) at EASTERN's own cost and expense, the facilities, properties and operations of NETWORK in order to perform a Phase I environmental audit (the "Environmental Audit"). The Environmental Audit, if conducted, shall be instituted within thirty (30) days after this Agreement is fully executed by both parties. A copy of the report of the Environmental Audit will be delivered promptly to NETWORK and NETWORK shall, at its expense, be afforded an opportunity to undertake a Phase II audit, if necessary, to prove to EASTERN's satisfaction that no hazards exist. NETWORK, at its expense, shall be afforded a thirty (30) day period after discovery to cure any environmental hazards which the Environmental Audit discloses exist and EASTERN shall keep confidential all information regarding any such hazards unless legally required to disclose it.
Access to Facilities, Files and Records. At the reasonable request of ACME, the Members shall give ACME and its representatives (1) reasonable access during normal business hours to all facilities, property, accounts, title papers, insurance policies, licenses and other authorizations, agreements, commitments, records, machinery, fixtures, furniture, and inventories related to the Station, and (2) all such other information concerning the affairs of RBSLC or the Station as ACME may reasonably request.
Access to Facilities, Files and Records. At the request of Buyer, Seller shall from time to time give or cause to be given to Buyer full access during normal business hours to the Purchased Assets, and all accounts, books, insurance policies, licenses, agreements, contracts and equipment with respect to the Station; provided, however, that all such access shall require the express consent of Seller and shall be scheduled in a manner reasonably acceptable to Seller.
Access to Facilities, Files and Records. At the reasonable request --------------------------------------- of any party hereto and upon reasonable advance notice, the other parties will give or cause to be given to the authorized Representatives of such requesting party (i) full access to all facilities, management personnel, property, accounts, books, deeds, title papers, insurance policies, licenses, agreements, contracts, commitments, logs, records and files of every character, equipment, machinery, fixtures, furniture, vehicles and notes and accounts payable and receivable and (ii) all such other information as such party may reasonably request; provided, however, that parties shall not be required to permit such access or provide such information to the extent it unreasonably interferes with the operation of the party's business or such information is subject to a binding confidentiality agreement with a third party.
Access to Facilities, Files and Records. The Seller will give or ----------------------------------------- cause to be given to the officers, employees, accountants, counsel and authorized representatives of the Purchaser and Parent (i) reasonable access during normal business hours to the management personnel, property, contracts and other books and records and files relating to the Business, and (ii) all such other information relating to the transaction contemplated by this Agreement as the Purchaser or Parent may reasonably request, and shall otherwise cooperate and assist with the Purchaser's investigation of the properties, assets, liabilities and financial condition of the Seller.
