Access to Information; Due Diligence. (a) Prior to the Closing Date, Buyer shall be entitled, through its employees, agents and representatives, to make such reasonable investigation of the assets, liabilities, financial condition, properties, business and operations of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Records, Contracts, facilities and personnel of the Companies and (with respect to the Associated Assets and their conduct of the Business) Sellers, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending Actions, Tax Returns, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Companies and (with respect to the their conduct of the Business) the Renewal Rights Sellers. Any such investigation, access and examination shall be conducted during regular business hours upon reasonable prior notice, and Seller Parent shall cause Sellers and the Companies and use commercially reasonable efforts to cause their respective employees, agents and representatives, including their respective counsel and independent public accountants, to cooperate fully with such employees and representatives in connection with such investigation, access and examination; provided that in no case shall any disclosure be required to be made by Seller Parent, any of its Affiliates or any of their respective agents or representatives if such disclosure would, or would reasonably be expected to, result in a loss of any attorney-client privilege, violate any contractual obligation regarding confidentiality or result in a violation of Applicable Law.
(b) In order to facilitate the resolution of any claims made by or against Sellers or any of their Affiliates relating to the Companies or the Business, for a period of 10 years after the Closing or, if longer, the applicable period specified in Buyer’s document retention policy, Buyer shall (i) retain the books and records relating to the Companies and the Business relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of Sellers and their Affiliates reasonable access (including the right to make photocopies at the expense of Sellers and their Affiliates) during normal bu...
Access to Information; Due Diligence. (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, each of FCB and OSB shall, and shall cause the FCB Subsidiaries and the OSB Subsidiaries, respectively, to, afford to the officers, employees, accountants, counsel and other representatives of the other party, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, each of FCB and OSB shall, and shall cause the FCB Subsidiaries and the OSB Subsidiaries, respectively, to, make available to the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking laws, and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither FCB, OSB, the FCB Subsidiaries nor the OSB Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (A) violate or prejudice the rights of FCB's or OSB's, as the case may be, customers or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement, or (B) impair any attorney-client privilege of the disclosing party. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Each of FCB and OSB shall hold all information furnished by or on behalf of the other party or the FCB Subsidiaries or the OSB Subsidiaries, as the case may be, or their representatives pursuant to Section 6.2
(a) in confidence and shall return all documents containing any information concerning the properties, business and assets of each other party that may have been obtained in the course of negotiations or examination of the affairs of each other party either prior or subsequent to the execution of this Agreement (other than such information as shall be in the public domain or otherwise ascertainable from public or outside sources) and shall destroy any information, analyses or the like derived from such confidential information. Each of FCB and OSB shall use such information solely for the purpose of conducting business, legal and financial reviews of the other party and for such other purpose...
Access to Information; Due Diligence. 7.1.1. The Parties agree and acknowledge that Buyer shall first receive a copy of the Seller Disclosure Schedule not later than 30 days following the Signing Date (the date in which a full copy of Seller Disclosure Schedule is actually delivered to Buyer shall be referred to herein as the "Disclosure Schedule Delivery Date"). By no later than the Disclosure Schedule Delivery Date Seller shall provide Buyer access to or deliver to Buyer copies of, substantially all the Books and Records of the Business.
7.1.2. Subject to applicable Law, any applicable Order and the execution of the Non-Disclosure Agreement (which Buyer and Seller shall execute simultaneously with its execution of this Agreement) Seller shall afford certain representatives, officers and employees of Buyer, as well as its legal advisors and accountants, throughout the Interim Period, to make such investigation of the Business, including examination of the Business Books and Records as the Buyer reasonably requests and to make extracts and copies of the foregoing for the sole purpose of Buyer conducting a due diligence review of the Business, the Acquired Assets and the Assumed Liabilities (the “Due Diligence Review”). Buyer's Due Diligence Review shall be conducted during normal working hours and with Seller's reasonable cooperation, provided that Buyer's access to Seller's officers and employees and customers of the Business shall be limited as instructed by Seller's CEO and any meetings with same shall be coordinated in advance with Seller's CEO.
7.1.3. No investigation by the Buyer prior to or after the Signing Date shall diminish or obviate any of the representations, warranties, or covenants of Seller contained in this Agreement or any other Transaction Documents, as may be updated by the Seller’s Closing Certificate.
7.1.4. If at any time prior to the Closing Date Buyer reveals the existence of any of the issues listed in Schedule 7.1.4 (each, a “Major Issue”), it shall promptly notify Seller thereof, providing full details including copies of all relevant documentation supporting the existence of the Major Issue (a "Major Issue Notice").
Access to Information; Due Diligence. Buyer and its representatives shall have had access to such information and records of Seller as Buyer shall have reasonably requested to ascertain Seller's compliance with the Agreement, and all such information and records shall be satisfactory to Buyer and its representatives in accordance with the terms of this Agreement.
Access to Information; Due Diligence. During the Due Diligence Period, each Party, together with their appropriate attorneys, accountants and representatives shall be permitted to make a full and complete investigation of the business of each other Party and have full access to all of the books and records of each Party during reasonable business hours. Notwithstanding the foregoing, such Parties shall treat all such information as confidential and shall not disclose such information without the prior written consent of the other Party.
Access to Information; Due Diligence. From the date of this Agreement until the Closing Date, Seller shall, subject to any ongoing confidentiality obligations, cause each Banner Company to permit Buyer and its advisors (“Buyer’s Advisors”) to have such access, at reasonable times and upon reasonable prior notice, to all properties, the books, records, accounts, and Contracts of the Banner Companies, and to discuss any matters relating to the Banner Companies with the key personnel of the Banner Companies, as Buyer may reasonably request. All meetings and communications of Buyer and its representatives with personnel of the Banner Companies shall be set up and coordinated by Seller. Notwithstanding anything to the contrary in this Agreement, Buyer shall be permitted to communicate with customers, suppliers, and distributors of the Banner Companies in connection with the transactions contemplated hereby, solely with the prior written consent of Seller, whose consent shall not be unreasonably withheld, conditioned or delayed, and provided that such communication shall be conducted in a manner not to interfere with the Business, operations of the Banner Companies or such customer, supplier or distributor. Seller may require any of Buyer’s Advisors to enter into reasonable and customary confidentiality agreements in order to safeguard the confidentiality of the information and documents to be provided pursuant to this Agreement.
Access to Information; Due Diligence. Devco will (a) provide Spring Lane, its respective counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, employees and personnel, books and records of DVSL, and (b) deliver to Spring Lane, its respective counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information as such Persons may reasonably request in connection with DVSL and Devco. As part of its due diligence, Spring Lane may make such reasonable inquiries of such Persons having business relationships with Devco (including lenders, contractors, suppliers, and customers) upon reasonable prior notice to Devco, and Devco shall cooperate fully with Spring Lane in connection therewith. Conduct of Operations.
Access to Information; Due Diligence. Seller shall afford to Buyer and its accountants, counsel, environmental consultants and other representatives of any of the foregoing (such entities and representatives other than Buyer being referred to as “Buyer’s Representatives”) reasonable and timely access in a manner that does not unreasonably interfere with the normal operations of the Business, during the period prior to the Closing, to all the employees, managers, properties, books, contracts, commitments, information systems, Tax returns and Records of the Business, and, during such period shall furnish promptly to Buyer and Buyer’s Representatives any information (including, with respect to environmental matters, all relevant records, audits, assessments, field notes, monitoring well data and other documents or information in possession of Seller) concerning the Business, the Purchased Assets or the Assumed Liabilities as Buyer (or any Buyer’s Representative) may reasonably request. Seller will permit Buyer and Buyer’s Representatives to conduct such studies as Buyer may reasonably request to establish the current environmental status of the Business, the Purchased Assets and to assess Assumed Liabilities arising from or related to Environmental Laws so long as such surveys and studies do not materially interfere in the operation of the Business.
Access to Information; Due Diligence. 6.10.1 Upon execution of this Agreement, and as consistent with applicable Legal Requirements and applicable agreements in place between the Parties, the Legacy Health Entities shall continue to afford to OHSU and its Affiliates and representatives (attorneys, auditors, agents, consultants and bankers), during normal business hours and upon reasonable advance notice, prompt and full access to and the right to inspect and evaluate, the facilities, properties, books, accounts, records and all other relevant documents and information with respect to the assets, liabilities and business of the Legacy Health Entities, including the ownership and operation thereof, including access to the Real Property, and reasonable access to Legacy Health management personnel. XXXX’s right of access and inspection shall be exercised in such a manner as not to interfere unreasonably with the operation of the Legacy Health Entities’ businesses. OHSU and its Affiliates and representatives shall not, prior to the Closing Date, have any contact with respect to any Legacy Health Entity or with respect to the Transactions with any Legacy Health partner, lender, lessor, lessee, vendor, patient, supplier or Employee, except in consultation with Legacy Health and then only with the prior approval of Legacy Health, which approval shall not be unreasonably withheld, conditioned or delayed. Access pursuant to this Section 6.10 shall include the right, but not the obligation, to conduct environmental sampling, with prior approval of Legacy Health, which approval shall not be unreasonably withheld, conditioned or delayed.
6.10.2 OHSU shall continue to provide Legacy Health with reasonable access to, and the right to inspect and evaluate, all books, agreements, papers, records and other information that materially affect the ability of OHSU to fulfill its obligations under this Agreement or the Transactions that are reasonably requested by Legacy Health or its representatives, subject to applicable Legal Requirements.
Access to Information; Due Diligence. Prior to the Closing Date, Buyer shall be entitled, through its employees, agents and representatives, to make such reasonable investigation of the assets, liabilities, financial condition, Properties, business and operations of the Company as Buyer may reasonably deem necessary or appropriate, and for such purposes to have access to the Books and Records and Contracts and facilities of the Company and the Reinsurance Profit Center, and access to the personnel of the Company and Seller and its Affiliates with respect to the Company, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending litigation, accounting and actuarial methods, business plans and prospects, in each case wherever located, of the Company. Any such investigation, access and examination shall be conducted during regular business hours upon reasonable prior notice and under other reasonable circumstances, and Seller and the Company and their respective employees, agents and representatives, including their respective counsel and independent public accountants, shall cooperate as reasonably requested with such employees and representatives in connection with such investigation, access and examination. Until the Closing Date, Buyer shall hold such documents and other material in confidence unless and until such time as such information otherwise becomes publicly available, and, in the event of the termination of this Agreement, upon request by Seller shall deliver to it all documents and other material so obtained by Buyer including all excerpts, abstracts and copies thereof.
