Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material.
(b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reason...
Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties.
(b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents...
Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.
Access to Information. (a) Between the date of this Agreement and the Closing Date, Seller shall: (i) use its Commercially Reasonable Efforts to give Buyer and its Representatives, during ordinary business hours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties included in the Purchased Assets; (ii) furnish Buyer with such financial and operating data and other information in the possession of Seller with respect to the Purchased Assets as Buyer may from time to time reasonably request; and (iii) furnish Buyer with all such other information in the possession of Seller as shall be reasonably necessary to enable Buyer to verify the accuracy of the representations and warranties of Seller contained in this Agreement; provided, however, that (A) any such inspections and investigations shall be conducted in such manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) Seller shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply and (D) Seller shall not be required to supply Buyer with any information with respect to the Jointly Owned Stations to which Seller is not entitled pursuant to the terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to the contrary, prior to the Closing Date, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Jointly Owned Station.
(b) All information furnished to or obtained by Buyer and Buyer's Representatives pursuant to this Section 6.1 shall be Proprietary Information and shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Nothing in this Section 6.1 is intended to or shall be deemed to amend, supplement or otherwise modify the obligations of Buyer, its Representatives or its Affiliates under the Confidentiality Agreement, all of which remain in effect until termination of such agreement in accordance with its terms.
(c) For a period of seven (7) years from and after the Closing Date, each Party and its Representatives shall have reasonable access to all of the books and records of the Purchased Assets in the possession of the other Party to the extent that such access may reasonably be req...
Access to Information. Subject to the Confidentiality Agreement and applicable Law relating to the sharing of information, prior to the Closing Date, upon reasonable notice to the Company, Parent shall be entitled, through its officers, employees, accountants, counsel and other representatives, to make such investigation of the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books, records, Contracts and commitments of the Company and its Subsidiaries as it reasonably requests, including, without limitation, except as prohibited by applicable privacy law, access to all information concerning the business, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request, including, without limitation, all information reasonably available regarding the compensation and benefits of all employees of, or service providers to, the Company or any of its Subsidiaries and any employment, consulting or similar Contracts, access to internal financial statements, financial data and supporting documentation, and access to all employees of the Company and its Subsidiaries as identified by Parent and, at Parent’s cost and expense, and Parent shall be entitled to make extracts and copies of any such books, records, Contracts, commitments or other information (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and its Subsidiaries). Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and its Subsidiaries to reasonably cooperate with Parent and its representatives in connection with such investigation and examination and Parent and its representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the business in connection with any such investigation and examination. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege; provided that the Co...
Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder.
(b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.
(c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.
Access to Information. The Engineer is required to make any information created or exchanged with the state pursuant to this contract, and not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state.
