Access to Information and Cooperation. The Company will promptly provide Consultant with all information requested by Consultant and which is reasonably necessary for Consultant to effectively and efficiently perform the Services, as determined by Consultant in its discretion. The Company will not prohibit or impede any activities of Consultant undertaken in connection with this Agreement.
Access to Information and Cooperation. (a) From and after the date hereof until the Closing, the Sellers shall, and shall cause the Company and the Subsidiaries to, give to the Buyer’s officers, employees, agents, attorneys, consultants and accountants, reasonable access during normal business hours upon reasonable notice to all of the properties, books, contracts, documents and records with respect to the Company and the Subsidiaries and shall furnish to the Buyer and such Persons as the Buyer shall designate to the Sellers such information relating to the Company or any Subsidiary as the Buyer or such Persons may at any time and from time to time reasonably request. No investigation pursuant to this Section 6.7(a) shall affect any representation or warranty made by the Sellers to the Buyer hereunder or otherwise affect the indemnification obligations of the Sellers hereunder.
Access to Information and Cooperation. (a) Subsequent to the date of this Agreement, Seller shall give Buyer, its counsel, and its consultants full and complete access, upon reasonable notice during normal business hours, to all records and affairs of the Corporation within their possession and will provide copies of such information concerning the Corporation as Buyer may reasonably request for any proper purpose, including without limitation in connection with the preparation of any tax returns or financial statements or in connection with any judicial, quasijudicial. administrative, tax audit or arbitration proceeding.
Access to Information and Cooperation. Hotel Buyer shall provide Hotel Sellers and their professional advisors with reasonable access to the books and records of the Hotels (i) if reasonably required in connection with any litigation, investigation, tax audit, discovery or similar proceeding (excluding any proceeding in which Hotel Buyer or any of its Affiliates are adverse to Hotel Sellers or any of its Affiliates), or in the preparation of tax returns, and (ii) as may be necessary in order to enable Hotel Sellers and their professional advisors to investigate claims for indemnification under Article VIII hereof, and to exercise fully all rights they may have in connection with such claims. Within 60 days of the Closing, Hotel Buyer shall provide to Hotel Seller a financial reporting package relating to the Hotels (comprised of the summary operating statement, summary profit and loss statement, cash flow statement, balance sheet, capital expenditure report, and, in the case of the FSJH Hotel, the summary operating statement – residential rentals) for the period from January 1, 2011 through to the Closing. Hotel Seller shall also be permitted to reasonably request such additional details to support the information contained in such financial reporting package. If Hotel Sellers shall request the assistance (including testimony) of employees of Hotel Buyer in connection with any litigation, investigation, tax audit, discovery, similar proceeding or claim, Hotel Buyer shall make such employees available for a reasonable period of time and Hotel Sellers shall pay reasonable appearance fees and expenses of such employees. PURCHASE AND SALE AGREEMENT
Access to Information and Cooperation. Each party hereto shall provide the other and its professional advisors with reasonable access to its books and records if reasonably required in connection with any litigation, investigation, Tax audit, discovery or similar proceeding, or in the preparation of Tax Returns. If any party hereto shall request the assistance (including testimony) of employees of the other party hereto in connection with any litigation, investigation, Tax audit, discovery, Claim or similar proceeding, such other party shall make such employees reasonably available for a reasonable period of time. The requesting party shall reimburse the complying party for any out-of-pocket costs incurred in connection with complying with this Section 6.4 and such requesting party and any other recipient of any materials pursuant to this Section 6.4 shall enter into a confidentiality agreement reasonably acceptable to the disclosing party with respect to any materials made available pursuant to this Section 6.4.
Access to Information and Cooperation. Each party shall provide to the other, their counsel, accountants, consultants and other representatives full access, during normal business hours, to all of their properties, books, accounts, tax returns, contracts, commitments and records, and all such information concerning the business and affairs of the Business as each party reasonably may request. Buyer shall fully cooperate with and assist and provide documentation and information concerning the Business, to the accountants and other professional service providers or employees of Seller as necessary for the Seller to prepare financial statements and reports as required by law.
Access to Information and Cooperation. (a) From the date of this Agreement until the Closing Date, Seller will (i) give, and will cause the Company Entities to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company Entities and to the books and records of Seller relating to the Company Entities, (ii) furnish, and will cause the Company Entities to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company Entities as such Persons may reasonably request and (iii) instruct the employees of the Company Entities to cooperate with Buyer in its investigation of the Company Entities. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company Entities. Notwithstanding the foregoing, (A) Buyer shall not have access to personnel records of the Company Entities relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion could subject Seller or any Company Entity to risk of liability and (B) neither Seller nor any Company Entity shall be obligated to provide access to, or to disclose, any information to Buyer if the Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of Seller or any Company Entity, violate any Applicable Law or contractual confidentiality obligations. All requests for information made pursuant to this Section 5.02 shall be directed to an executive officer of Seller or such Person as may be designated by Seller’s executive officers.
Access to Information and Cooperation. Between the date of this Agreement and the Closing, the Sellers shall use reasonable best efforts to cause the Company to afford Micron, Buyer, the Permitted Designee, if any, and their respective representatives reasonable access during normal business hours and upon reasonable prior notice to the properties, personnel, Contracts, books and records of the Company and its Subsidiaries and to deliver or make available to Micron, Buyer, the Permitted Designee, if any, and their respective representatives information concerning the business, properties, assets and personnel of the Company and its Subsidiaries as such Persons may from time to time reasonably request. Nothing in this Section 5.9 shall obligate the Sellers to provide or to exercise efforts to cause the Company to provide information prior to the Closing the provision of which would be prohibited by Law, including as a result of Laws relating to privacy, competition or otherwise.
Access to Information and Cooperation. The Company shall provide to Relationserve and its counsel, accountants, consultants and other representatives, full access, during normal business hours, to all of its properties, books, accounts, tax returns, contracts, commitments and records, furnish to Relationserve all such information concerning its business and affairs as Relationserve reasonably may request and cause its independent public accountants to permit Relationserve and its representatives to examine all records and working papers in order to permit an independent accounting firm selected by Relationserve to conduct an audit of the Business's financial statements in a diligent manner. Such cooperation shall include, but not be limited to, issuing representation letters to Relationserve's accountants with respect to all financial statements of Seller covering dates or periods on or prior to the Closing Date.
Access to Information and Cooperation. The Buyer (including, for the purpose of this Section 6.7, the Company after the Closing) shall provide the Sellers and their professional advisors with reasonable access to the Buyer's books and records (a) if reasonably required in connection with any litigation, investigation, tax audit, discovery or similar proceeding, or in the preparation of Tax Returns, and (b) as may be necessary in order to enable the Sellers and their professional advisors to investigate claims for indemnification under Article 10 and to exercise fully all rights they may have in connection with such claims. If the Sellers shall reasonably request the assistance (including testimony) of employees of the Buyer in connection with any litigation, investigation, tax audit, discovery, similar proceeding or claim, the Buyer shall make such employees available for a reasonable period of time; provided, that all out-of-pocket costs shall be borne by the Seller or Sellers making such request.
