Access to Information; Confidentiality; Books and Records. (a) Subject to Section 4.2(b), from the date hereof until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with its terms, upon reasonable notice, Sellers shall provide to Buyer and its authorized Representatives, during normal business hours at the reasonable prior request of Buyer in connection with the transactions contemplated hereby, reasonable access to all properties, books, records (excluding personnel files) and Contracts of the Transferred Subsidiaries and the Business (which materials will include to the extent in the possession of Sellers, copies of any existing title insurance policies and surveys of the Business Real Property), provided that any such access shall be conducted at Buyer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), under the supervision of Sellers’ or their Controlled Affiliates’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of Sellers and their Controlled Affiliates (including the Transferred Subsidiaries), the Business and the other businesses of Sellers and their Controlled Affiliates.
(b) Notwithstanding anything to the contrary in Section 4.2(a), Sellers may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, (ii) that constitutes privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s counsel, constitutes a waiver of any such privilege or (iii) if the provision of access to such document (or portion thereof) or information, as determined by such party’s counsel, would reasonably be expected to conflict with applicable Laws; provided, that Sellers will notify Buyer of the nature of any information so withheld and Sellers and Buyer shall work in good faith to make alternative arrangements to allow for such access or disclosures in a manner that does not result in the events set out in clauses (i) through (iii) above.
(c) All information provided to Buyer pursuant to this Section 4.2 prior to the Closing shall be held by Buyer as “Evaluation Material” under the terms of that certain Confidentiality and Nondisclosure Agreement, dated as of July 28, 2023, by and between Buyer and Parent (the “Confidentiality Agr...
Access to Information; Confidentiality; Books and Records. From the date hereof until the Meizhou Closing, Meizhou Seller shall comply with the Company’s obligations set forth in Sections 5.02, 5.03 and 5.05 of the MTA.
Access to Information; Confidentiality; Books and Records. (a) From the date hereof until the Closing, Seller shall and shall cause the Company Group to (i) give Buyer, its counsel, financial advisors, auditors and other authorized Representatives reasonable access to all of the offices, properties, Contracts, Books and Records of the Company Group, not including access to IT Systems, and to the officers and employees of the Company Group whose assistance and expertise are reasonably necessary to assist Buyer in connection with Buyer’s investigation of the Company Group and preparation to integrate the Company Group into Buyer’s organization following the Closing, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information relating to the Company Group as such Persons may reasonably request, and
Access to Information; Confidentiality; Books and Records. For seven (7) years following the Closing, Sellers shall promptly afford Buyer and its respective agents reasonable access during normal business hours and upon reasonable notice to each Seller’s books and records and information (in each case relating to periods ending on or prior to the Closing Date), employees responsible for the maintenance of such books and records and information, and auditors, in each case to the extent (i) reasonably necessary for Buyer in connection with any audit, investigation, dispute or Litigation, and (ii) related to the Purchased Assets that are in the possession or under the control of Sellers; provided, that (A) such activities do not unreasonably interfere with the ongoing business or operations of Sellers, (B) no personal information shall be disclosed or used other than in compliance with applicable privacy law; and (C) nothing herein shall require either Seller or their respective Representatives to furnish to Buyer or provide Buyer with access to information that (1) is subject to an attorney-client or an attorney work-product privilege, or (2) legal counsel for Sellers reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided, that Xxxxx agrees to reimburse the other party promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request.
Access to Information; Confidentiality; Books and Records. From the date hereof until the CTP Closing, CTP shall comply with the Company’s obligations set forth in Sections 5.02, 5.03 and 5.05(b) of the MTA.
Access to Information; Confidentiality; Books and Records. (a) Pre-Closing Access. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms:
(i) upon reasonable notice, Seller shall provide to Buyer and its authorized representatives during normal business hours reasonable access to all books and records (excluding electronic mail) of the Business in order to effectuate the transactions contemplated hereby and as reasonably necessary to transition the Business to Buyer; provided that any such access shall be conducted at Buyer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues) and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Business and the other businesses of Seller and its Affiliates.
(ii) Buyer and its Affiliates and representatives shall be prohibited from (A) conducting any invasive investigation, testing or sampling of any soil, groundwater or other environmental media and (B) contacting any suppliers, customers, landlords and other business relations or employees of the Business regarding or in connection with the transactions contemplated hereby without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of Seller.
Access to Information; Confidentiality; Books and Records. From the date hereof until the Closing, the Company shall (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Group Companies and (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Group Companies as such Persons may reasonably request.
Access to Information; Confidentiality; Books and Records. From the date hereof until the Canada Closing, Seller shall comply with the Company’s obligations set forth in Sections 5.02, 5.03, and 5.05(b) of the MTA.
Access to Information; Confidentiality; Books and Records. From the date hereof until the BV Closing, BV Seller shall comply with the Company’s obligations set forth in Sections 5.02, 5.03 and 5.05(b) of the MTA.
Access to Information; Confidentiality; Books and Records. During the Interim Period, upon reasonable advance notice, Member and the Company shall, and shall cause their Affiliates to, in connection with the Transactions and preparations for the transition of ownership of the Company at the Closing, or for purposes of Acquiror’s confirmatory due diligence, (a) provide to Acquiror and its authorized representatives during normal business hours reasonable access to all the properties, facilities, books, Contracts, records and personnel of the Company and its Affiliates to the extent related to the Business (in a manner so as to not interfere with the normal business operations of Member or its Affiliates, including the Company); (b) furnish to the Acquiror and its authorized representatives such information concerning the business, properties, contracts, personnel, books and records of or relating to the Business, as may be reasonably requested from time to time by Acquiror and (c) provide such cooperation as may be reasonably requested by the Acquiror in order to facilitate the integration and transition of ownership of the Company’s business and operations at the Closing, provided that Parent and its Affiliates granting access may withhold any document (or any portion thereof) or information (i) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by the Company’s counsel, may constitute a waiver of any such privilege or (ii) if the provision of access to such document (or applicable portion thereof) or information, as determined by the Company’s counsel, could reasonably be expected to conflict with applicable Laws; provided further that the Company shall, and shall cause its Affiliates to, use commercially reasonable efforts to allow for such access in a manner that does not result in the conditions set out in the preceding clauses (i) and (ii).
