Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1, the Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its Subsidiaries, upon reasonable notice, to afford the Purchasers and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company to furnish to the Purchasers all information concerning its or its Subsidiaries' business, properties and personnel as the Purchasers may reasonably request; provided that such investigation and assistance shall not unreasonably disrupt the operations of the Company or its Subsidiaries. Notwithstanding the foregoing, the Verizon Selling Shareholders and Vodafone shall not be required to cause the Company to furnish any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable law, preserve attorney-client privilege and/or prevent a breach of or default under any Contract to which the Company or any of its Subsidiaries is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any representation or warranty with respect to any information made available or furnished pursuant to this Section 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis for any claim of breach of any representation, warranty, covenant or obligation of the Verizon Selling Shareholders or their Affiliates or the Verizon Selling Shareholders' or their Affiliates' respective officers, directors, representatives and agents, or of Vodafone or its Affiliates or Vodafone's or its Affiliates' respective officers, directors, representatives or agents.
Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1 hereof, each of the Company and Parent shall, and each shall cause each of its Subsidiaries to, upon reasonable notice, afford the other party, and its respective counsel, accountants, consultants and other authorized representatives, access during normal business hours to its and its Subsidiaries' employees, properties, books and records in order that they may have the opportunity to make such investigations as they shall desire of its and its Subsidiaries' affairs; such investigation shall not, however, affect the representations and warranties made by the Company or Parent in this Agreement. The Company shall furnish promptly to Parent and Merger Sub and Parent and Merger Sub shall furnish promptly to the Company (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal, state or foreign securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent, Merger Sub or the Company may reasonably request. Each of the Company and Parent agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as the other party shall from time to time reasonably request.
Access to Information Concerning Properties and Records. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, upon reasonable notice, the Company will (and will use reasonable efforts to cause each of its Subsidiaries to) afford to the officers, employees, counsel, accountants and other authorized representatives of Parent reasonable access during normal business hours to all its properties, personnel, books and records and furnish promptly to such Persons such financial and operating data and other information concerning its business, properties, personnel and affairs as such Persons will from time to time reasonably request and instruct the officers, directors, employees, counsel and financial advisors of the Company to discuss the business operations, affairs and assets of the Company and otherwise fully cooperate with the other party in its investigation of the business of the Company. Parent agrees that it will not, and will cause its officers, employees, counsel, accountants and other authorized representatives not to, use any information obtained pursuant to this Section 6.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. No investigation pursuant to this Section 6.2 will affect any representation or warranty given by the Company to Parent hereunder.
Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 hereof, subject to (x) applicable Antitrust Laws relating to the exchange of information, (y) applicable Laws protecting the privacy of employees and personnel files and (z) the confidentiality of documents or other information subject to the attorney-client privilege, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Buyer and Acquisition and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall desire of the affairs of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations and warranties made by the Company in this Agreement. The Company shall furnish promptly to Buyer and Acquisition a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of United States federal or state securities Laws, subject to (A) applicable Antitrust Laws relating to the exchange of information, (B) applicable laws protecting the privacy of employees and personnel files and (C) the confidentiality of documents or other information subject to the attorney-client privilege. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Acquisition shall from time to time reasonably request.
Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford EMKT and Top Team, and their respective counsel, accountants and other authorized representatives, full access during normal business hours to the properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall desire of the affairs of the Company and its Subsidiaries; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement. The Company acknowledges and agrees that Top Team's auditors will be performing an audit of the Company's financial statements (the "AUDIT"), and will provide all information and documents and cooperate in any way so as to permit the Audit to be completed promptly. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as EMKT and Top Team shall from time to time request.
Access to Information Concerning Properties and Records. (a) Between the date of this Agreement and the Closing Date, CLJ and CSL shall, and shall cause each Acquired Company to, upon reasonable notice, afford SNH, and its counsel, accountants, consultants, financing sources and other authorized representatives, reasonable access, during normal business hours, to employees of CLJ familiar with the business of the Acquired Companies and the Properties, to perform due diligence investigations and to examine the books of account and records of the Acquired Companies, including, without limitation, all Contracts affecting the Properties, and make copies thereof, at such reasonable times as SNH or its representatives may request by notice to CLJ (which notice may be oral). No such investigation shall affect the representations and warranties made by CLJ and CSL in this Agreement. Each of CLJ and CSL agrees to cause its officers and the employees of CLJ, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such data and other information and respond to such inquiries as SNH and its representatives shall from time to time reasonably request.
(b) Between the date of this Agreement and the Closing Date, SNH shall, upon reasonable notice, afford CLJ, and its counsel, accountants, consultants, financing sources and other authorized representatives, access to employees of SNH familiar with the business of SNH and ACQ. SUB, to perform due diligence investigations and to examine the books of account and records of SNH and ACQ. SUB, and make copies thereof, at such reasonable times as CLJ or its representatives may request by notice to SNH (which notice may be oral). No such investigation shall affect the representations and warranties made by SNH or ACQ. SUB in this Agreement. SNH agrees to cause its officers and the employees of SNH and ACQ. SUB, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such data and other information and respond to such inquiries as CLJ and its representatives shall from time to time reasonably request.
(c) Unless otherwise required by Law, SNH shall keep confidential, and cause its counsel, accountants, consultants and other authorized representatives to keep confidential, any nonpublic information obtained pursuant to this SECTION 5.1; notwithstanding the foregoing, however, SNH shall not be required to keep confidential information that (i) is already in its possession (unless such information has been recei...
Access to Information Concerning Properties and Records. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, counsel, accountants and other authorized representatives of Parent and Liberty Media reasonable access during normal business hours to all its properties, personnel, books and records and furnish promptly to such Persons such financial and operating data and other information concerning its business, properties, personnel and affairs as such Persons shall from time to time reasonably request and instruct the officers, directors, employees, counsel and financial advisors of the Company to discuss the business operations, affairs and assets of the Company and otherwise fully cooperate with the other party in its investigation of the business of the Company. Parent and Liberty Media agree that they will not, and will cause their respective officers, employees, counsel, accountants and other authorized representatives not to, use any information obtained pursuant to this Section 7.1 for any purpose unrelated to the transactions contemplated by this Agreement. No investigation pursuant to this Section 7.1 will affect any representation or warranty given by the Company to Parent or Liberty Media hereunder.
Access to Information Concerning Properties and Records. Sellers, after the date hereof through Closing Date, shall, and shall cause the Subject Companies to, (i) provide, to Purchasers and their Representatives access, as reasonably requested in writing by Purchasers, to the offices, properties, books and records of the Subject Companies (it being understood that such access will be coordinated through Primary Seller, and granted during regular business hours upon reasonable advance notice in writing, and provided that any such access by Purchasers shall not unreasonably interfere with the conduct of the business of the Subject Companies); and (ii) furnish to Purchasers and their Representatives such financial and operating data and other information relating to the Subject Companies as such Persons may reasonably request; provided, that, Purchasers will not have access to (A) individual performance or evaluation records; (B) information that is subject to attorney-client privilege or other privilege; (C) information that, in the reasonable opinion of Sellers or the Subject Companies, would (1) result in a breach of confidentiality obligations to which Sellers or the Subject Companies are bound or (2) result in a violation of applicable Laws, including Antitrust Laws; and provided, further, (3) that such access shall not unreasonably disrupt the operations of the Subject Companies. No investigation by Purchasers or other information received by Purchasers shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers hereunder.
Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending at the Effective Time, the Company shall, and shall cause each of its subsidiaries to, upon reasonable notice, afford Parent and Sub, and their respective counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the employees, properties, books and records of the Company and its subsidiaries in order that they may have the opportunity to make such investigations as they shall desire of the affairs of the Company and its subsidiaries and all other information concerning the Company's or its subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company shall furnish promptly to Parent and Sub (a) a copy of each report, schedule, registration statement and other document filed by it or its subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its or its subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request.
Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the Effective Date, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub, and their respective counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the employees, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall desire of the affairs of the Company and its Subsidiaries. The Company shall furnish promptly to Parent and Sub (a) a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request. Parent shall have the right, at its sole cost and expense, to conduct a Phase I environmental assessment in accordance with ASTM standards of the properties listed on Schedule 3.01 and review of compliance with applicable Environmental Laws for such properties (the "Phase I Assessment"); provided, that the Phase I Assessment shall be conducted only during regular business hours and in a manner that will not interfere in any significant respect with the ordinary course operation of the Company and its Subsidiaries, shall be completed no later than July 15, 1999 and shall be conducted by an environmental consulting firm mutually acceptable to Parent and the Company.
