Access to Information and the Property. (a) Upon reasonable notice, subject to applicable Law, including without limitation, antitrust Laws and Gaming Laws, Seller shall permit Buyer’s Representatives to have reasonable access, during normal business hours during the period from the date hereof to the Closing, to the Property and to all of the ACBR Entities’ respective personnel, properties, books, Property Benefit Plans, insurance records, Tax Returns, Contracts and records, in each case, other than any information pertaining to Excluded Assets, as Buyer may reasonably request (collectively, the “Inspection”); provided, however, that (i) Buyer shall provide Seller and the ACBR Entities with at least twenty-four hours’ prior written notice of any Inspection; (ii) if Seller or any of the ACBR Entities so requests, Buyer’s Representatives shall be accompanied by a Representative of Seller or the ACBR Entities; (iii) Buyer shall not initiate contact with employees or other representatives of Seller or the ACBR Entities other than Seller’s or the ACBR Entities’ Representatives or other individuals designated by any of Seller’s or the ACBR Entities’ Representatives without the prior written consent of Seller’s or the ACBR Entities’ Representatives, which consent shall not be unreasonably withheld or delayed; (iv) Buyer’s Representatives shall not be entitled to perform any physical testing of any nature with respect to any portion of the Property without Seller’s prior written consent, which consent may be withheld if in the judgment of Seller’s Representatives such testing would interfere with the operation of the business conducted at the Property; (v) Buyer shall not unduly interfere with the operation of the business conducted at the Property; (vi) Buyer shall, at its sole cost and expense, promptly repair any damage to the Property or any other property owned by a Person other than Buyer arising from or caused by such Inspection, and shall reimburse Seller for any loss arising from or caused by any Inspection, and restore the Property or such other third-party property to substantially the same condition as existed prior to such Inspection, and shall indemnify, defend and hold harmless the ACBR Entities, Seller and their respective Affiliates from and against any personal injury or property damage claims, liabilities, judgments or expenses (including reasonable attorneys’ fees) incurred by any of them arising or resulting therefrom; and (vii) in no event shall the results of any such Inspection ...
Access to Information and the Property. (a) Upon reasonable notice, subject to applicable Law, including without limitation, antitrust Laws and the Partnership Gaming Laws, the Partnership shall afford Buyer’s Representatives reasonable access, during normal business hours during the period from the date hereof to the Closing, to the Property and to all its personnel, properties, Books and Records and, during such period, the Partnership shall furnish promptly to Buyer (i) copies of monthly financial reports and development reports, (ii) the audited financial information relating to the Hotel/Casino for the twelve months ended December 31, 2003, and (iii) all other information concerning the business and operation of the Hotel/Casino and the Property Employees (other than the Reserved Employees), as Buyer may reasonably request. Buyer will hold any such information furnished to it by the Partnership, which is nonpublic in confidence in accordance with the Confidentiality Agreement dated December 1, 2003, between Xxxxxx’x Operating Company, Inc. and Buyer Parent (the “Confidentiality Agreement”). Notwithstanding this Section 8.5(a) to the contrary, Buyer and the Partnership agree that in the event any proprietary information or knowledge relating to an Excluded Asset is obtained, revealed or otherwise made known to Buyer in effecting (i) the transition from Excluded Software to replacement software pursuant to Section 1.5, specifically, or (ii) the removal of the Excluded Assets, generally, Buyer shall not reveal, disclose, employ or otherwise use any such proprietary information, except as required by applicable Law. No information or knowledge obtained in any investigation pursuant to this Section 8.5 shall affect or be deemed to modify or limit any of the representations, warranties, covenants or agreements contained in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated herein.
Access to Information and the Property. (a) Seller, at Seller’s sole cost and expense, will provide to Purchaser copies of any previously prepared Phase I environmental assessments or other environmental assessments, reports or analyses of the Property in Seller’s reasonable possession or control, and Seller will permit Purchaser and its agents to conduct a Phase I environmental assessment for the Property (the “Phase I”) on the terms and conditions of Section 7.3(b). If the Phase I recommends that a Phase II environmental assessment (the “Phase II”) be ordered for the Property, then Purchaser shall have the right to obtain (on the terms and conditions of Section 7.3(b)) such Phase II prior to Closing on the terms and conditions of Section 7.3(b).
Access to Information and the Property. (a) Upon reasonable written notice, subject to the rights of landlords, under Lease Documents and applicable Law, including antitrust Laws and Gaming Laws, Seller shall (and shall cause the Company and its Representatives to) provide Acquirors’ Representatives with reasonable access, during normal business hours during the period from the date hereof to the Closing, to the Property, to all its personnel, properties, books, Contracts and records as Acquirors may reasonably request, including the opportunity to discuss the business and operations of the Company with management of Seller, the Company and the financial advisors and representatives of the Company (collectively, the “Inspection”); provided, however, that (i) Acquirors shall provide Seller with at least 48 hours’ prior written notice of any Inspection; (ii) Acquirors’ Representatives shall not enter a “Restricted area” as that term is defined in Maryland Gaming Law without the consent of Seller and Maryland Gaming Authorities; (iii) if Seller so requests, Acquirors’ Representatives shall be accompanied by a Representative of Seller; (iv) Acquirors shall not initiate contact with employees or other Representatives of any Seller Party other than Representatives of Seller set forth on Schedule 5.3 without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed (and, at Seller’s option, one Representative of Seller or other agent of Seller shall be present at all Inspections);
Access to Information and the Property. Beginning on the Effective Date and for the entirety of the Due Diligence Period, Seller will give Buyer and its representatives, inspecting agents, architects and engineers access to the Property during business hours on one business days’ advance notice (via email to xxxxxxxx@xxxxxxxx.xxx) for purposes of conducting physical and environmental inspections of the Property and a detailed review of contracts, books, records, accounts and other matters pertaining thereto and as further described herein (the “Due Diligence Investigation”). Buyer acknowledges that prior to the Effective Date, Buyer conducted a Phase I environmental site assessment and a Phase II environmental site assessment. From and after the Effective Date, Buyer shall not conduct any additional test that disturbs the condition of the Property without Seller’s prior approval, not to be unreasonably withheld, conditioned or delayed; and no additional inspections of the Property which involve intrusion or boring into the Property or any other intrusive or destructive testing or investigation shall be permitted without Seller’s prior written consent in Seller’s sole and absolute discretion. Buyer shall conduct the Due Diligence Investigation of the Property during the Due Diligence Period at no cost to Seller. Buyer shall defend, indemnify and hold harmless the Property and Seller, Seller’s affiliates, parent and subsidiary entities, successors, assigns, partners, managers, members, employees, officers, directors, trustees, shareholders, representatives and agents (each a “Seller Party,” and, collectively, the “Seller Parties”), from and against any and all costs, expenses, claims, losses, liabilities and demands arising from the Due Diligence Investigation and Buyer’s activities on the Property (including activities prior to the Effective Date); and Buyer shall repair any damage to the Property resulting from Buyer’s Due Diligence Investigation, restoring the Property to substantially the same condition as existed prior to Buyer’s entry. Such indemnity shall survive the termination of this Agreement. The Due Diligence Investigation may include but is not limited to, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the mechanical, electrical, HVAC and other systems in the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, enviro...
Access to Information and the Property. Buyer shall conduct its investigation of the Property during the Due Diligence Period at no cost to Seller. This investigation (“Due Diligence Investigation”) may include, at Buyer’s option: a physical inspection of the Land and all Improvements thereon, including soil, geological and other tests, engineering evaluations of the mechanical, electrical, HVAC and other systems in the Improvements and review of the Plans; review of all governmental matters affecting the Property, including zoning, environmental and building permit and occupancy matters; review and verification of all financial and other information previously provided by Seller relating to the operation of the Property; review of the condition of title to the Property, including the building, structural system and roof inspection; and review of such other matters pertaining to an investment in the Property as Buyer deems advisable. Buyer hereby agrees to and shall indemnify, defend and hold harmless Seller and Seller’s members, managers, partners, officers, directors, shareholders, employees, agents, representatives, invitees, successors and assigns (each, a “Seller Indemnitee”), from and against any and all claims, demands, and causes of action for personal injury or property damage, and all damages, judgments, liabilities, costs, fees and expenses (including reasonable attorneys’ fees) resulting therefrom, arising out of any entry onto the Land by Buyer, its agents, employees, contractors and/or subcontractors, pursuant to this Section 3.1.2 hereof. In addition to the Preliminary Documents delivered to Buyer pursuant to Section 3.2, Buyer and its representatives shall have the right of access during reasonable business hours to all files, books and records maintained by Seller or its agents (including, without limitation, all of the Additional Documents to be made available to Buyer at the Property pursuant to Section 3.3), wherever located, relating to the Property, including the right to copy the same. Buyer and its representatives shall also have the right of access to the Property during reasonable business hours to conduct its investigation of the physical condition of the Property. Seller agrees that the rights granted to Buyer herein and the results of its Due Diligence Investigation shall not relieve Seller of any obligations Seller may have under any other provisions of this Agreement, or under other documents entered into concurrently herewith, or implied by law, nor shall they con...
Access to Information and the Property. Section 8.6
Access to Information and the Property. (a) Penn and, upon its execution and delivery of the Joinder, Seller (at Seller’s or Penn’s sole cost and expense) will provide to Purchaser copies of any previously prepared Phase I environmental assessments or other environmental assessments, reports or analyses of the Property in Seller’s reasonable possession or control, and permit Purchaser and its agents to conduct a Phase I environmental assessment for the Property (the “Phase I”) on the terms and conditions of Section 7.3(b). If the Phase I recommends that a Phase II environmental assessment (the “Phase II”) be ordered for the Property, then upon the advance written consent of Seller, Purchaser shall have the right to obtain (on the terms and conditions of Section 7.3(b)) such Phase II prior to Closing on the terms and conditions of Section 7.3(b).
Access to Information and the Property. Bring Down; Financials.
Access to Information and the Property
