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.
(b) From and after the Closing, the Buyer (including, for the purpose of this Section 6.7(b), the Company and the Subsidiaries after the Closing) shall provide the Sellers and their professional advisors with reasonable access to the books and records of the Company and the Subsidiaries (i) in connection with the preparation of the Net Current Assets Statement contemplated by Section 1.4, (ii) if reasonably required in connection with any litigation, investigation, tax audit, discovery or similar proceeding, or in the preparation of Tax Returns, and (iii) as may be necessary in order to enable the Sellers and their professional advisors to investigate claims for Table of Contents indemnification under Article 10 or Article 11 and to exercise fully all rights they may have in connection with such claims. If any Seller shall reasonably request the assistance (including testimony) of employees of the Buyer, the Company or any of the Subsidiaries after the Closing (or any successors thereto) in connection with any third-party litigation, investigation, tax audit, discovery, similar proceeding or claim against any Seller, 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.
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. 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.
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, quasi judicial, administrative, tax audit or arbitration proceeding: and
(b) Seller shall at its expense cooperate fully with the Buyer in the defense or pursuit of any claim or action which relates to occurrences involving the business of the Corporation prior to the Closing Date that does not relate to an Excluded Asset.
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. 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. Seller shall provide to Buyer 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 Buyer all such information concerning its business and affairs as Buyer reasonably may request and cause its independent public accountants to permit Buyer and its representatives to examine all records and working papers in order to permit an independent accounting firm selected by Buyer to conduct an audit of the Business's financial statements in a diligent manner. Seller and its principals shall cooperate with Buyer and its accountants in the preparation of all financial statements contemplated by this Agreement or required to be filed by Buyer under applicable Law. Such cooperation shall include, but not be limited to, issuing representation letters to Buyer'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. 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. After the Closing and ------------------------------------- subject to the execution of such confidentiality agreements as may be reasonably requested by the Buyer, the Buyer shall afford to the Seller and its representatives and advisors such access during normal business hours with reasonable notice to the books, records and personnel of SM&P and to such other information, and shall furnish such cooperation relating to SM&P, as the Seller shall reasonably request for financial reporting and accounting matters, the preparation and filing of any Tax applications or returns, the defense of Tax claims and related purposes. The Buyer shall cause SM&P to preserve all Tax and accounting records of SM&P for a period of seven years following the Closing. In addition, the Seller shall afford the Buyer, and its respective representatives and advisors, similar access to any books, records and files retained by the Seller relating to the business of SM&P, and the Seller shall retain such records for seven years.
Access to Information and Cooperation. The Parties shall mutually provide, and shall procure that their Affiliates mutually provide, the respective other Party and its professional advisers access during normal business hours to their properties, books, other records, management and employees and furnish to such other Party such documents and other information that such other Party reasonably requests in order to meet any accounting, Tax or other obligations. If a Party desires copies of any of such documents, the respective other Party will provide the Party with these copies. The Parties understand and acknowledge the requirement by Seller and the Purchasers to make certain filings with the Securities and Exchange Commission pertaining to the transactions contemplated by this Agreement. The nature of the filings to be made by Purchasers is such that the Seller will need to make available to the Purchasers and their third-party independent accounting firm on or around January 15, 2006 its personnel and all necessary financial records pertaining to the Business in order to allow for the preparation of all necessary filings with the Securities and Exchange Commission in accordance with the guidelines established by such authority. Each Party hereby agrees to provide to the respective other Party all such support and financial records necessary to allow the other Party to comply with all such regulatory filings. For the avoidance of doubt, Seller shall not be responsible for any financial statements prepared by Purchasers pursuant to this Section 14.4.
