Common use of Access to Facilities, Files and Records Clause in Contracts

Access to Facilities, Files and Records. At the reasonable request of the Buyer and on reasonable advance notice, the Company shall, from time to time, promptly give or cause to be given to the officers, employees, accountants, counsel, agents, consultants and representatives of the Buyer full access during normal business hours to: (a) all facilities, properties, accounts, books, deeds, title papers, insurance policies, agreements, contracts, commitments, records and files of every character, including, without limitation, the Company's minute book, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable of the Company relating to the Business; and (b) all such other information concerning the Business as the Buyer may reasonably request. Any investigation or examination by the Buyer in connection with the foregoing shall not in any way diminish or obviate any representations or warranties of the Sellers and the Company made in this Agreement, the Exhibits, Schedules and documents delivered pursuant to this Agreement. Any and all information, disclosures, knowledge or facts regarding the Company, the Business and its operations and properties derived from or resulting from the Buyer's acts or conduct (including, without limitation, acts or conduct of the Buyer's officers, employees, accountants, counsel, agents, consultants or representatives, or any of them (collectively, the "Representatives")) under the provisions of this Section or otherwise obtained by the Buyer (or its Representatives) pursuant to or in connection with this Agreement shall be confidential and shall not be divulged, disclosed or communicated to any other person, firm, corporation or entity, except as required by law and to the Buyer's directors, officers, attorneys, accountants, investment bankers, investors and lenders, and their respective attorneys for the purpose of consummating the transactions contemplated by this Agreement and the Buyer shall be responsible for any breach of confidentiality by any such person. The Company shall cause its accountants and any agent of the Company in possession of the Company's books and records to cooperate with the Buyer's requests for information pursuant to this Agreement and shall request its accountants to provide the Buyer access to all of the accountants' audit and tax work papers with respect to the Company. If this Agreement terminates before Closing, the Buyer shall return promptly any information obtained regarding the Company, the Business or the Assets and the Buyer shall instruct its Representatives also to return any such information regarding the Company, the Business or the Assets.

Access to Facilities, Files and Records. At the reasonable request of the Buyer and on reasonable advance noticesubject to the need to preserve the confidentiality of this transaction prior to Closing in order to preserve relationships with employees and customers, the Company shall, from time to time, promptly Sellers and Xxxxxx Communications shall give or cause to be given to the officers, employees, accountants, counsel, agents, consultants counsel and authorized representatives of the Buyer full (a) access after prior notice during normal business hours to: (a) to all facilitiesFacilities, propertiesproperty, accounts, books, minute books, deeds, title papers, insurance policieslicenses, agreements, contracts, commitmentsTax Returns (other than Federal and State income Tax Returns), records and files of every character, including, without limitation, the Company's minute book, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable of the Company relating and inventories primarily related to the Business; Publications, and (b) all such other information concerning the Business Acquired Assets and affairs of the Publications as the Buyer may reasonably request. Any investigation With the consent and supervision of Sellers, such consent not to be unreasonably withheld or examination by the delayed, Sellers and Xxxxxx Communications shall permit representatives of Buyer in connection with the foregoing shall not in any way diminish or obviate any representations or warranties to perform inspections of the Sellers Real Property and the Company made in this Agreement, the Exhibits, Schedules and documents delivered pursuant to this Agreement. Any and all information, disclosures, knowledge or facts regarding the Company, the Business and its operations and properties derived from or resulting from the Buyer's acts or conduct (including, without limitation, acts or conduct of the Buyer's officers, employees, accountants, counsel, agents, consultants or representatives, or any of them (collectively, the "Representatives")) under the provisions of this Section or otherwise obtained by the Buyer (or its Representatives) pursuant to or in connection with this Agreement shall be confidential and shall not be divulged, disclosed or communicated to any other person, firm, corporation or entity, except as required by law structures located thereon and to the Buyer's directorsperform surveys, officersenvironmental assessments, attorneys, accountants, investment bankers, investors sampling and lenders, and their respective attorneys for the purpose of consummating the transactions contemplated by this Agreement and the audits as Buyer shall be responsible for any breach of confidentiality by any such person. The Company shall cause its accountants and any agent of the Company in possession of the Company's books and records to cooperate with the Buyer's requests for information pursuant to this Agreement and shall may request its accountants to provide the Buyer access to all of the accountants' audit and tax work papers with respect to the CompanyAcquired Assets. If this Agreement terminates before 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 shall return promptly 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 information obtained regarding of the Companyrisk 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 Business Purchase Price in accord with an appraisal of the real estate (or of the Assets and 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 Buyer shall instruct parties (or as otherwise agreed by the parties). If Sellers fail to cure or address, prior to Closing, all Property Condition Objections with respect to any particular parcel of the Real Property as provided above, then Buyer, in its Representatives also sole discretion may either (A) consummate the transactions contemplated hereby, notwithstanding the Property Condition Objections, with an equitable adjustment to return any such information regarding the Company, Purchase Price in accord with an appraisal of the Business real estate (or of the Assetsleasehold 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) or (B) terminate this Agreement.

Access to Facilities, Files and Records. At the reasonable request of the Buyer and on reasonable advance notice, the Company Seller shall, from time to time, promptly give or cause to be given to the officers, employees, accountants, counsel, agents, consultants and representatives of the Buyer full access during normal business hours to: (a) all facilities, properties, accounts, books, deeds, title papers, insurance policies, agreements, contracts, commitments, records and files of every character, including, without limitation, the CompanySeller's minute book, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable of the Company Seller relating to the Business; and (b) all such other information concerning the Business as the Buyer may reasonably request. Any investigation or examination by the Buyer in connection with the foregoing shall not in any way diminish or obviate any representations or warranties of the Sellers and the Company Seller made in this Agreement, the Exhibits, Schedules and documents delivered pursuant to this Agreement. Any and all information, disclosures, knowledge or facts regarding the CompanySeller, the Business and its operations and properties derived from or resulting from the Buyer's acts or conduct (including, without limitation, acts or conduct of the Buyer's officers, employees, accountants, counsel, agents, consultants or representatives, or any of them (collectively, the "Representatives")) under the provisions of this Section or otherwise obtained by the Buyer (or its Representatives) pursuant to or in connection with this Agreement shall be confidential and shall not be divulged, disclosed or communicated to any other person, firm, corporation or entity, except as required by law and to the Buyer's directors, officers, attorneys, accountants, investment bankers, investors and lenders, and their respective attorneys for the purpose of consummating the transactions contemplated by this Agreement and the Buyer shall be responsible for any breach of confidentiality by any such person. The Company Seller shall cause its accountants and any agent of the Company Seller in possession of the CompanySeller's books and records to cooperate with the Buyer's requests for information pursuant to this Agreement and shall request its accountants to provide the Buyer access to all of the accountants' audit and tax work papers with respect to the CompanySeller. If this Agreement terminates before Closing, the Buyer shall return promptly any information obtained regarding the CompanySeller, the Business or the Assets and the Buyer shall instruct its Representatives also to return any such information regarding the CompanySeller, the Business or the Assets.

Access to Facilities, Files and Records. At the reasonable request of the Buyer and on reasonable advance notice, the Company Seller shall, from time to time, promptly give or cause to be given to the officers, employees, accountants, counsel, agents, consultants and representatives of the Buyer full access during normal business hours to:representatives (a) all facilities, properties, accounts, books, deeds, title papers, insurance policies, agreements, contracts, commitments, records and files of every character, including, without limitation, the CompanySeller's minute book, equipment, machinery, fixtures, furniture, vehicles, notes and accounts payable and receivable of the Company Seller relating to the Business; and (b) all such other information concerning the Business as the Buyer may reasonably request. Any investigation or examination by the Buyer in connection with the foregoing shall not in any way diminish or obviate any representations or warranties of the Sellers and the Company Seller made in this Agreement, the Exhibits, Schedules and documents delivered pursuant to this Agreement. Any and all information, disclosures, knowledge or facts regarding the CompanySeller, the Business and its operations and properties derived from or resulting from the Buyer's acts or conduct (including, without limitation, acts or conduct of the Buyer's officers, employees, accountants, counsel, agents, consultants or representatives, or any of them (collectively, the "Representatives")) under the provisions of this Section or otherwise obtained by the Buyer (or its Representatives) pursuant to or in connection with this Agreement shall be confidential and shall not be divulged, disclosed or communicated to any other person, firm, corporation or entity, except as required by law and to the Buyer's directors, officers, attorneys, accountants, investment bankers, investors and lenders, and their respective attorneys for the purpose of consummating the transactions contemplated by this Agreement and the Buyer shall be responsible for any breach of confidentiality by any such person. The Company Seller shall cause its accountants and any agent of the Company Seller in possession of the CompanySeller's books and records to cooperate with the Buyer's requests for information pursuant to this Agreement and shall request its accountants to provide the Buyer access to all of the accountants' audit and tax work papers with respect to the CompanySeller. If this Agreement terminates before Closing, the Buyer shall return promptly any information obtained regarding the CompanySeller, the Business or the Assets and the Buyer shall instruct its Representatives also to return any such information regarding the CompanySeller, the Business or the Assets.