Access to Information Following Closing Sample Clauses

Access to Information Following Closing. From and after the Closing Date, Limited Brands and Seller will afford promptly to Buyer and its counsel, auditors and other authorized representatives reasonable access to its books of account, financial and other records, employees and auditors to the extent they relate to the Company or its Subsidiaries and to the extent necessary to permit Buyer to determine any matter relating to its rights and obligations in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company or its Subsidiaries or Buyer’s rights or obligations under any of the Transaction Documents; provided that any such access by Buyer and its counsel, auditors and other authorized representatives shall not unreasonably interfere with the conduct of the business of Limited Brands or any of its Affiliates.
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Access to Information Following Closing. From and after the Closing Date, Buyer will afford, and will cause the Company and each Subsidiary to afford, promptly to Seller and its Affiliates and their counsel, auditors and other authorized representatives reasonable access to their books of account, financial and other records, employees and auditors to the extent they relate to the Company or its Subsidiaries (including the Retained Litigation and the Retained Landlord Claims) and to the extent necessary to permit Seller and its Affiliates to determine any matter relating to their rights and obligations in connection with any audit, investigation, dispute or litigation (including the Retained Litigation and the Retained Landlord Claims) or any other reasonable business purpose relating to the Company or its Subsidiaries or Seller’s or any of its Affiliate’s rights or obligations under any of the Transaction Documents; provided that any such access by Seller and its Affiliates and their counsel, auditors and other authorized representatives shall not unreasonably interfere with the conduct of the business of Buyer, its Affiliates, the Company or any of its Subsidiaries. Notwithstanding the foregoing, Seller and its Affiliates shall not have access to personnel records relating to individual performance or evaluation records, medical histories or other information the disclosure of which in Buyer’s good faith opinion would subject Buyer or any of its Affiliates, the Company or any Subsidiary to risk of liability, except, in each case, to the extent determined by Seller or its Affiliates in good faith to be necessary or appropriate in connection with any of their respective rights or obligations under any of the Transaction Documents or with respect to the Retained Litigation.
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Access to Information Following Closing. From and after the Closing Date, The Limited and Seller will afford promptly to Parent and its Affiliates and their counsel, auditors and other authorized representatives reasonable access to their books of account, financial and other records, employees and auditors to the extent they relate to the Company or its Subsidiaries and to the extent necessary to permit Parent and its Affiliates to determine any matter relating to their rights and obligations in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company or its Subsidiaries or Parent's or any of its Affiliate's rights or obligations under any of the Transaction Documents; provided that any such access by Parent and its Affiliates and their counsel, auditors and other authorized representatives shall not unreasonably interfere with the conduct of the business of The Limited or any of its Affiliates.
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Access to Information Following Closing. From and after the Closing Date, Parent and Buyer will afford, and will cause the Company and each Subsidiary to afford, promptly to The Limited and its Affiliates and their counsel, auditors and other authorized representatives reasonable access to their books of account, financial and other records, employees and auditors to the extent they relate to the Company or its Subsidiaries and to the extent necessary to permit The Limited and its Affiliates to determine any matter relating to their rights and obligations in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Company or its Subsidiaries or The Limited's or any of its Affiliate's rights or obligations under any of the Transaction Documents; provided that any such access by The Limited and its Affiliates and their counsel, auditors and other authorized representatives shall not unreasonably interfere with the conduct of the business of Parent, its Affiliates, the Company or any of its Subsidiaries.
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Access to Information Following Closing. Prior to the Closing, the Sellers may, at their expense, make copies of any and all records of the Company which the Sellers are required to maintain by Law. The Parties acknowledge that, subsequent to the Closing, Sellers may need access to information, documents, or computer data in the control or possession of the Company or the Buyer, and Sellers may need to review and/or copy documents or other information relating to the Company for purposes of concluding or evidencing the transactions contemplated herein and for audits, investigations, compliance with requirements, rules and requests of Governmental Authorities, and the prosecution or defense of third-party claims. Accordingly, after the Closing Date, Buyer agrees that it will make available, during normal business hours and in such manner as will not unreasonably disrupt the operations of the Company, to Sellers and its agents and independent auditors such documents and information as may be available relating to the Company in respect of periods prior to the Effective Date and will permit Sellers to make copies thereof at Sellers’ expense.
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Access to Information Following Closing. After Closing, each party shall, and shall cause its employees, representatives and advisors to, afford to the other party, including its advisors, reasonable access to all Hospital Records and any other books, records, files and documents in such party's possession in accordance with Section 5.1 of this Agreement. In addition, on and after the Closing Date, each party shall generally cooperate with the other party and, without limiting the foregoing, make reasonably available to the other party, employees, medical staff, representatives, agents, and advisors requested by the other party in connection with any action, proceeding, or investigation, including to provide testimony, to be deposed, to act as witnesses and to assist counsel.
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Access to Information Following Closing. From and after the Closing Date, Buyer will afford, and will cause each Acquired Company and the Subsidiary to afford, promptly to Seller and its Affiliates and their counsel, auditors and other authorized representatives reasonable access to their books of account, financial and other records, employees and auditors to the extent they relate to the Acquired Companies or the Subsidiary and to the extent necessary to permit Seller and its Affiliates to determine any matter relating to their rights and obligations in connection with any audit, investigation, dispute or litigation (other than any dispute or litigation to which any of Buyer, the Acquired Companies and the Subsidiary is party) or any other reasonable business purpose relating to any Acquired Company or the Subsidiary or Seller’s or any of its Affiliate’s rights or obligations under any of the Transaction Documents; provided that any such access by Seller and its Affiliates and their counsel, auditors and other authorized representatives shall not unreasonably interfere with the conduct of the business of Buyer, its Affiliates, any Acquired Company or the Subsidiary.
Sample 1
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Access to Information Following Closing. Prior to the Closing, the Stockholders may, at their expense, make copies of any and all records of the Companies which the Stockholders are required to maintain by Law. The Parties acknowledge that, subsequent to the Closing, the Stockholders may need access to information, documents, or computer data in the control or possession of the Companies or LTFS, and the Stockholders may need to review and/or copy documents or other information relating to the Companies for purposes of concluding or evidencing the transactions contemplated herein and for audits, investigations, compliance with requirements, rules and requests of Governmental Entities, and the prosecution or defense of third-party claims. Accordingly, after the Closing Date, LTFS agrees that it will make available, during normal business hours and in such manner as will not unreasonably disrupt the operations of the Companies, to the Stockholders and its agents and independent auditors such documents and information as may be available relating to the Companies in respect of periods prior to the Effective Date and will permit the Stockholders to make copies thereof at the Stockholders’ expense.
Sample 1
Access to Information Following Closing. From and after the Closing Date, Buyer will afford, and will cause the Company and each Subsidiary to afford, promptly to Parent and its Affiliates and their counsel, auditors and other authorized representatives reasonable access to their books of account, financial and other records, employees and auditors to the extent they relate to the Company or the Subsidiaries for the period prior to the Closing Date (provided, that with respect to the post-Closing matters for which Parent has agreed to indemnify Buyer pursuant to Section 11.02(a)(B)-(H), such access shall also include the post-Closing period) and are necessary to permit Parent and its Affiliates to determine any matter relating to their rights and obligations in connection with any audit, investigation, dispute or litigation (other than with respect to any investigation, dispute or litigation involving Buyer, on the one hand, and Parent and its Affiliates on the other hand) relating to the Company or the Subsidiaries or Parent's or any of its Affiliate's rights or obligations under any of the Transaction Documents; provided that any such access by Parent and its Affiliates and their counsel, auditors and other authorized representatives shall not unreasonably interfere with the conduct of the business of Buyer, the Company or any of the Subsidiaries.
Sample 1

Related to Access to Information Following Closing

  • Access to Information; Cooperation (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this Agreement.

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Access to Information and Records During the period prior to the Closing:

  • Post-Closing Access to Information For a period of seven (7) years from the Closing Date, except as prohibited by applicable Law, Seller and Buyer shall, subject to compliance by the other with the provisions of Section 5.12 and the Transition Services Agreement, afford to each other and to each other’s Representatives reasonable access and duplicating rights (with copying costs to be borne by the requesting party) during normal business hours to all books and records, documents and other information (collectively, “Information”) within the knowledge, possession or control of the other party or its Affiliates solely to the extent relating to (a) in the case of requests by Buyer, the FH Business, Transferred FH Companies (and their Closing Subsidiaries), FH Assets, the Acquired FH Assets, Assumed Liabilities or Transferred Employees and (b) in the case of requests by Seller, the Excluded Businesses, the Excluded Assets or the Retained Liabilities, insofar in each case as such access is reasonably required by Seller or Buyer or any of their Subsidiaries or Affiliates for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to Seller or Buyer or any of their Subsidiaries or Affiliates, as the case may be (and shall use reasonable efforts to cause persons or firms possessing relevant Information to give similar access) and, to the extent practicable, such Information is identified by the requesting party with reasonable specificity; provided, however, that no party shall be required to disclose any Information if (i) it believes in good faith that doing so presents a significant risk, based on advice of counsel (which can be inside counsel) of resulting in a loss of the ability to successfully assert a claim of Privilege or (ii) Seller or any of its Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to a claim for indemnification under this Agreement) and such information is reasonably pertinent thereto; provided, further, that, in the case of clause (i) above, the parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without resulting in a loss of the ability to successfully assert a claim of Privilege; provided, further, that Seller and its Affiliates shall not be required to provide Buyer or its Representatives with any information related to the Sale Process or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the FH Business without being primarily prepared for the Sale Process. Without limiting the generality of the foregoing, Information may be requested under this Section 5.9 for audit and accounting purposes and in connection with Actions, as well as for purposes of fulfilling disclosure and reporting obligations.

  • Access to Information and Documents Upon Purchaser's request, Seller shall give Purchaser access to Seller's personnel and all its properties, documents and records and shall furnish copies of documents requested by Purchaser. Purchaser shall not improperly disclose the same prior to the Closing.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (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 or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • DISCLOSURE; ACCESS TO INFORMATION The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.

  • Confidentiality; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a mutual nondisclosure agreement, dated as of March 5, 2000 (the "CONFIDENTIALITY AGREEMENT"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms; provided, that nothing in this Agreement or the Confidentiality Agreement will restrict communications with parties to the Related Agreements.

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