Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request.
(b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing.
(c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
(d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.
Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company, and shall furnish Parent and Merger Sub with (i) monthly financial reports, when available; (ii) all preclinical, clinical and manufacturing reports that are provided to senior management of the Company and (iii) such other financial, operating and other data as Parent or Merger Sub, through its Representatives, may reasonably request.
(b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company.
(b) From the date hereof to the Effective Time, Parent shall, and shall cause the Representatives of Parent to, afford the Representatives of the Company reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of Parent.
(c) No investigation pursuant to this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
(d) Parent and Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement.
Access to Information and Employees. After the Closing, the Group shall afford to Eagle S-Corp Shareholders Representative and SBN Eagle and its counsel and accountants reasonable access to the books, records, files, personnel and documents related to the business conducted by the Group prior to the Closing Date in the possession of the Group or under the control of the Group as may be reasonably requested by Eagle S-Corp Shareholders Representative and SBN Eagle in order to permit Sellers (at their cost and expense) to prepare and file federal, state and local tax returns and to prepare for and participate in any investigation with respect thereto, to prepare for, participate in, assert or defend any other investigation or litigation relating to or involving Sellers, and to discharge Sellers’ obligations or to contest and defend any claims made under this Agreement and any other agreements contemplated hereby. After the Closing, Eagle S-Corp Shareholders Representative and SBN Eagle shall have the right, at its cost and expense, to copy such books, records, files and documents related to the Group as may be reasonably useful to Sellers in connection with any of the matters described in the preceding provisions of this Section 11.4; however, Sellers shall maintain the confidentiality of such books, records, files and documents and shall use such books, records, files and documents solely for the purposes contemplated in this Section 11.4. If the originals of any such books, records, files and documents related to the Group are required in connection with any proceeding, litigation or similar matter, Sellers shall have the right to use such originals; provided that Sellers shall use their respective commercially reasonable best efforts to have such originals released from any such proceeding, litigation or other matter and returned to the Group as soon as reasonably possible under the circumstances. The Group shall use its commercially reasonable best efforts to maintain the material books, records, files and documents related to the Group in original form with respect to legal documents and photographic, micrographic or other storage form with respect to other books, records, files and documents (to the extent consistent with requirements of law applicable to Sellers and the Group) for not less than six years from the Closing Date and in any case the Group shall not intentionally destroy the same without providing to Eagle S-Corp Shareholders Representative and SBN Eagle a reasonable opportun...
Access to Information and Employees. The LLC Parties shall permit, upon reasonable notice during normal business hours, Public and their Representatives to visit and inspect any of the properties of LLC, LLC Holdings and the Subsidiaries, including books and records, and to discuss the affairs, finances and accounts of LLC, LLC Holdings and the Subsidiaries, and Public's and Superholdings' prospects, plans and intentions with LLC's, LLC Holdings' and the Subsidiaries' respective officers, employees, brokers and independent public accountants, as often as any such person may deem necessary or desirable and reasonably request. The LLC Parties shall furnish to Public copies of any Phase 1 or other environmental reports relating to the Real Property or the Leased Premises that are created after the date of this Agreement. The LLC Parties shall permit Public to conduct, subject to the rights of the lessors thereof, at Public's sole discretion, environmental investigations and analyses of the Real Property.
Access to Information and Employees. The LLC Parties shall permit, upon reasonable notice during normal business hours, UbiquiTel Parent and its Representatives (as defined herein) to visit and inspect any of the properties of the LLC Parties and the LLC Subsidiary, including books and records, and to discuss the affairs, finances and accounts of the LLC Parties and the LLC Subsidiary, and UbiquiTel Parent's prospects, plans and intentions with the LLC Parties' officers, certain employees (as allowed by the LLC Parties), brokers and independent UbiquiTel Parent accountants, as often as any such person may deem necessary or desirable and reasonably request. Notwithstanding anything in this Section 9.2 to the contrary, prior to any investigation contemplated herein, UbiquiTel Parent and/or its Representatives shall notify Xxxxx Xxxxxx on behalf of the LLC Parties and request consent to conduct the foregoing actions (which consent may not be unreasonably withheld). For purposes of this Agreement, "
Access to Information and Employees. Within ten (10) calendar days from the beginning of each school year and every thirty (30) days thereafter, the Board will provide the Union with a list of all information to which the Union is entitled under the Illinois Educational Labor Relations Act.
Access to Information and Employees. (a) During the Interim Period, the Company will give to Buyer and its accountants, counsel, financial advisors and other representatives, reasonable access, subject to the terms of the Confidentiality Agreement, during normal business hours to certain agreed upon employees and during non-business hours to (i) its assets, properties, books, Contracts, commitments and records and (ii) such additional financial and operating data and other information relating to the Company and its business and assets as Buyer may from time to time reasonably request;provided, however, that the foregoing right of access shall not require furnishing information that, in the reasonable opinion of counsel, would violate any applicable Laws.
(b) The Confidentiality Agreement shall remain in full force and effect until Closing and, if this Agreement is terminated pursuant to Section 7.1, such Confidentiality Agreement shall continue in accordance with its terms.
Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, (i) afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and (ii) furnish to Parent and its Representatives such financial and operating data and other information as such Persons may reasonably request.
(b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
Access to Information and Employees. (a) The Company will continue to give to the Parent, Merger Sub and its respective accountants, counsel, financial advisors and other representatives, reasonable access in accordance with the terms of the Non-Disclosure Agreement during normal business hours to its properties, books, contracts, commitments and records; provided, however, that the foregoing right of access shall not require furnishing information that, in the reasonable opinion of counsel, would violate any laws. In addition, with the prior consent of the Company, such consent not to be unreasonably withheld, and with the participation of the Company, the Company will provide reasonable access to the Company’s customers. All onsite visits and meetings with the Company’s customers shall be scheduled with and coordinated through the Company and/or its representatives.
(b) The Non-Disclosure Agreement shall remain in full force and effect until Closing and, if this Agreement is terminated pursuant to Section 7.1, such Non-Disclosure Agreement shall continue in accordance with its terms.
(c) Promptly following the execution of this Agreement, and generally throughout the period preceding Closing, the Company will provide Parent and Merger Sub reasonable access during normal business hours to such of its key employees as Parent or Merger Sub may reasonably identify for the purposes of discussing post-Closing operations and the proposed terms and conditions of their future employment with the Company; provided that the Representative, at his discretion may participate in any meetings with employees.