Access to Information; Financial Statements. (a) Until the earliest to occur of the consummation of an IPO, a Sale and the termination of this Agreement pursuant to its terms, GSRP shall afford to the officers, employees, accountants, counsel, advisors and other representatives and agents of GSAM (the “GSAM Representatives”) reasonable access (with reasonable prior notice, during regular business hours and subject to restrictions under Applicable Law) to all premises and books and records with respect to the GSRP Entities as the GSAM Representatives may reasonably request. During such time, GSRP shall also make available to the GSAM Entities and the GSAM Representatives the appropriate individuals for discussion of its business, properties and personnel as the GSAM Entities and/or the GSAM Representatives may reasonably request. Without limiting the foregoing, GSRP shall promptly provide (i) all financial and operating data and other information concerning the GSRP Entities as may be reasonably requested in writing by the GSAM Entities or the GSAM Representatives, and (ii) reasonable access for the GSAM Entities accountants to all work papers relating to the GSRP Entities in connection with any of the foregoing.
(b) From the Closing Date and until the earliest to occur of the consummation of an IPO, a Sale or the termination of this Agreement pursuant to its terms, GSRP shall, no later than (i) sixty (60) Business Days after the last day of each fiscal quarterly period, furnish to GSAM unaudited quarterly financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such quarterly period and for the year to date and (ii) not later than ninety (90) days after the end of the fourth fiscal quarter of each fiscal year, furnish to GSAM audited annual financial statements accompanied by a management report discussing the financial results and operations of the GSRP Entities during such fiscal year.
Access to Information; Financial Statements. (a) Subject to Section 4.4 hereof, Seller shall cause its officers, directors, employees, auditors and other agents to afford the officers, directors, employees, auditors and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, auditors, agents, properties, offices and other facilities of Seller, the Companies and their respective Subsidiaries and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Business (including management reports), as Buyer, through its officers, employees or agents, may reasonably request, including without limitation, auditors’ work papers (subject to execution by Buyer of customary agreements). In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the business of the Companies and their Subsidiaries prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and representatives with officers, employees, customers or agents of the Companies and their Subsidiaries hereunder shall be arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Companies and their Subsidiaries) shall be required to disclose to Buyer or any agent or representative thereof any (i) information relating to any sale or divestiture process conducted by Seller or its Affiliates for the Companies or the Business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Companies or the Business in connection therewith, including projections, financial or other information relating thereto or (ii) information if doing so would violate any Company Contract or Law to which Seller or any of its Affiliates (including the Companies and their Subsidiaries) is a party or is subject or which would result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (iii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than any of the Companies or their Subsidiaries) is the common parent (other than schedules relating solely to the Company and their Subsidiaries) or any other information re...
Access to Information; Financial Statements. (a) Upon reasonable prior written notice, the Company will, and will cause its Subsidiaries and the Representatives of the Company and its Subsidiaries to, afford Tengelmann and its Representatives reasonable access, consistent with applicable Law, to its and its Subsidiaries’ Representatives, and to the books and records of the Company and its Subsidiaries, and shall furnish Tengelmann with financial, operating and other data and information of the Company and its Subsidiaries as Tengelmann may from time to time reasonably request in writing, including to enable Tengelmann to prepare its financial statements and in connection with its financial reporting generally. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any Law (including antitrust Laws).
(b) As soon as reasonably practicable following the end of each fiscal quarter and fiscal year, the Company will furnish to Tengelmann the consolidated financial statements of the Company (including providing draft statements as such statements become available and, with respect to fiscal years, audit reports as such reports become available). The Company shall use its reasonable best efforts to assist Tengelmann with respect to preparing Tengelmann’s financial statements and in connection with Tengelmann’s financial reporting generally, in a manner consistent with past practice. The Company will cooperate, in a manner consistent with past practice, with and assist Tengelmann in the translation of the Company’s financial statements in order to conform such financial statements to applicable German and/or international accounting standards and shall otherwise provide Tengelmann with access to information necessary in connection with such financial statements and financial reporting.
Access to Information; Financial Statements. Prior to the Closing, Sellers and the Company shall permit Buyer and its representatives to have reasonable access (at reasonable times determined by the Company, on reasonable prior notice and in a manner so as not to interfere with the normal business operations of the Company) to the properties, books, contracts and other records and documents of the Company.
Access to Information; Financial Statements. (a) From the date hereof until the Closing, the Companies shall (i) afford Purchaser and its employees, agents, accountants and legal and financial advisors (collectively, the “Purchaser’s Agents”) with reasonable access, during normal business hours, to the offices, Owned Real Properties, Leased Properties, and all other properties of the Companies, and Books and Records of the Companies relating to the Business, but only to the extent that such access does not unreasonably interfere with the operations of the Companies and (ii) furnish to Purchaser’s Agents such additional financial and operating data and other information regarding the operations of the Companies as Purchaser may from time to time reasonably request. The Companies shall facilitate Purchaser’s contact and communication with the employees and personnel of the Companies, customers, suppliers, vendors and distributors of the Business, all as requested upon reasonable notice by Purchaser to the Seller Parties’ Representative and during normal business hours after the date hereof. The Companies shall direct the employees and personnel of the Companies to cooperate with Purchaser in connection with the foregoing. In order to achieve a smooth transition consistent with the mutual business interests of the Seller Parties and Purchaser, the Parties agree that they will enter into and continue good faith discussions concerning the Companies, including personnel policies and procedures, and other operational matters relating to the Companies.
(b) From the date hereof until the Closing, the Companies shall, as soon as practicable and in any event within fifteen (15) days after the end of each fiscal month of the Companies, deliver to Purchaser the internally prepared consolidated financial statements of the Companies as of the end of such fiscal month, for such fiscal month and for the period from the beginning of the then-current fiscal year to the end of such fiscal month.
Access to Information; Financial Statements. Prior to the Closing, Nuprim Shareholders and Nuprim Shareholders’ Representative shall provide Motif and its representatives: (i) access to records related to or associated with Nuprim, the Iclaprim Assets, products, development and Intellectual Property (including, without limitation, documentation related to the chain of ownership of the Iclaprim Assets), plus any and all records (paper and electronic), documents, and other materials as reasonably requested by Motif related thereto, and (ii) reasonable access (at reasonable times, on reasonable prior notice and in a manner so as not to interfere with the normal business operations of Nuprim) to the personnel, properties, books, contracts and other records and documents of Nuprim to aid Motif in completing its diligence effort. The costs of storage, shipping and transportation of any due diligence material not in digital form shall be borne by Motif.
Access to Information; Financial Statements. (a) From the date hereof until the Closing, Seller and the Company shall (i) afford Purchaser and its employees, agents, accountants and legal and financial advisors (collectively, the “Purchaser’s Agents”) with access, during normal business hours, to the offices, plants, warehouses, properties, and Books and Records of the Company and its Subsidiaries, and (ii) furnish to Purchaser’s Agents such additional financial and operating data and other information regarding the operations of the Company and its Subsidiaries as Purchaser may from time to time request. Seller and the Company shall facilitate Purchaser’s contact and communication with the employees and personnel of the Company and its Subsidiaries, and the customers, suppliers, vendors and distributors of the Business, all as requested upon reasonable notice by Purchaser to the Seller and during normal business hours after the date hereof. Seller and the Company shall direct the employees and personnel of the Company and its Subsidiaries to cooperate with Purchaser in connection with the foregoing. From the date hereof through the Closing, Seller and the Company shall use good faith efforts to operate the Business in such a manner as to achieve a smooth transition consistent with the mutual business interests of Seller and Purchaser.
(b) From the date hereof until the Closing, the Seller shall, as soon as practicable and in any event within fifteen (15) days after the end of each fiscal month of the Company, deliver to Purchaser the internally prepared consolidated financial statements of the Company and its Subsidiaries as of the end of such fiscal month, for such fiscal month and for the period from the beginning of the then-current fiscal year to the end of such fiscal month.
Access to Information; Financial Statements. (a) Access Prior to Closing. Between the date hereof and the Closing Date, ICG Group and the Company shall, upon the reasonable request of Parent, provide to Parent and its authorized representatives during normal business hours reasonable access to all books, records and properties of ICG Group and its Subsidiaries related to the business of the Company and its Subsidiaries, and shall furnish, and shall cause their Subsidiaries to furnish, Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Parent may from time to time reasonably request. All of such information shall be treated as Confidential Information pursuant to the terms of, and as such term is defined in, the Confidentiality Agreement. At or before Closing, the Company will deliver a copy of all documents in the electronically accessible data room provided in connection with the Merger to Parent on compact disc or DVD. Notwithstanding anything herein to the contrary, (i) no such access shall be permitted to the extent that it would require any Acquired Company to disclose information subject to attorney-client or similar privilege and (ii) except for contact made in the ordinary course of business consistent with past practices, neither Parent nor its representatives shall contact any suppliers to, or customers of, the Company regarding the Company prior to the Closing without first obtaining the written consent of the Company.
Access to Information; Financial Statements. Prior to the Closing, Sellers, Sellers' Representative and the Company Group shall, and shall cause the Company Group to, permit Buyer and its representatives to have reasonable access (at reasonable times, on reasonable prior notice and in a manner so as not to interfere with the normal business operations of the Company) to the personnel, properties, books, contracts and other records and documents of the Company Group. During the Pre-Closing Period, Company shall prepare and deliver to Buyer, within fifteen (15) days after each calendar month end, consistent with past practices, unaudited financial statements of the Company for each calendar month ending after the date hereof.
Access to Information; Financial Statements. (a) At Acquiror's sole expense, the Shareholders shall cause the Company to afford Acquiror and Acquiror's accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing Date to (i) all of the Company's properties, books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company as Acquiror may reasonably request. Subject to the terms of the non-disclosure agreement between Acquiror and the Company dated December 10, 1999, the Shareholders agree to provide, and to cause the Company to provide, to Acquiror and Acquiror's accountants, counsel and other representatives copies of internal financial statements promptly upon request, and to provide to Acquiror's independent accountants such customary management representation letters as they may reasonably request in connection with any audit of the Company's financial statements. No information or knowledge obtained in any investigation pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty of the Shareholders contained herein. In the event of the termination of this Agreement, Acquiror shall destroy or deliver to the Company all confidential documents, work papers and other materials, and all copies thereof, including any such copies in electronic form, obtained by Acquiror from the Company as a result of this Agreement or in connection herewith, whether obtained before or after the execution and delivery of this Agreement.
(b) Acquiror and its auditors shall be entitled at Acquiror's expense to conduct an audit of the Company's financial information as Acquiror may reasonably determine is necessary to satisfy Acquiror's public company reporting requirements pursuant to the Securities Act and the Exchange Act. The Shareholders agree to cooperate (and to cause the Company to cooperate) with Acquiror and its auditors as reasonably requested by Acquiror in connection with the preparation and filing of such financial statements, including causing the Company to provide customary and required confirmations of the financial data as prescribed by generally accepted auditing standards.
