Access to Information; Inspection Sample Clauses
The 'Access to Information; Inspection' clause grants one party the right to review and obtain relevant documents, records, or data from the other party, typically for purposes such as due diligence, compliance, or monitoring contractual obligations. In practice, this may involve providing access to financial statements, operational records, or other pertinent materials, often during specified periods or under certain conditions. The core function of this clause is to ensure transparency and accountability between the parties, enabling informed decision-making and helping to prevent or detect potential issues or breaches.
Access to Information; Inspection. During the Interim Period, to the extent permitted by applicable Law, each of the Company, SPAC and the Acquisition Entities shall, and shall cause each of its Subsidiaries to, (i) afford to the other party and its Representatives reasonable access, during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the Ordinary Course of its operations, to all of its respective assets, properties, facilities, books, Contracts, Tax Returns, records and appropriate officers, employees and other personnel, and shall furnish such Representatives with all financial and operating data and other information concerning its affairs that are in its possession as such Representatives may reasonably request, and (ii) cooperate with the other party and its Representatives regarding all due diligence matters, including document requests. Notwithstanding the foregoing, neither the Company nor SPAC shall be required to directly or indirectly provide access to or disclose information where the access or disclosure would violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).
Access to Information; Inspection. During the Interim Period, to the extent permitted by applicable Law, each of the Company and Acquiror shall, and shall cause each of its Subsidiaries to, (i) afford to the other party and its Representatives reasonable access, during normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the Ordinary Course of its operations, to all of its respective assets, properties, facilities, books, Contracts, Tax Returns, records and appropriate officers, employees and other personnel, and shall furnish such Representatives with all financial and operating data and other information concerning its affairs that are in its possession as such Representatives may reasonably request, and (ii) cooperate with the other party and its Representatives regarding all due diligence matters, including document requests. All information obtained by the Company, Acquiror, Merger Sub and their respective Representatives pursuant to the foregoing shall be subject to the NDA. Notwithstanding the foregoing, neither the Company nor Acquiror shall be required to directly or indirectly provide access to or disclose information where the access or disclosure would violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), inconsistent with COVID-19 Measures, or violate any law or regulations applicable to such party.
Access to Information; Inspection. From the date hereof until the Closing, Seller shall, and shall cause the Company to, upon reasonable advance notice to Seller, (a) afford Buyer and its Representatives full and free access to and the right to inspect the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company. The investigations by Buyer and cooperation by Seller and the Company shall expressly include, at Buyer’s discretion, a Phase I environmental site assessment (an “Updated Phase I ESA”) and an updated title report (an “Updated Title Report”). All investigation or inspection pursuant to this Section 5.02, including, without limitation, any Updated Phase I ESA and/or Updated Title Report, shall be at Buyer’s sole expense. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company, and any physical inspection shall occur during normal business hours unless otherwise agreed to by Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by Seller in this Agreement. Notwithstanding the foregoing, all access to the Real Property and all other property, books, records, documents, and data shall be made in accordance with all applicable Laws, including, without limitation, M.G.L. c. 94G and 935 CMR 500.000 et seq.
Access to Information; Inspection. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall provide, and shall cause the Group Companies to provide, to Parent and Merger Sub and their authorized representatives, advisors and agents during normal business hours reasonable access to the Real Property, facilities, books and records, personnel, contracts and all other documents, data and information concerning the business and operations of the Group Companies as Parent may reasonably request, including access to conduct Phase I (but not Phase II without the prior written consent of the Company) environmental assessments (in a manner so as to not interfere with the normal business operations of any Group Company); provided that such access shall not include the right to conduct any invasive sampling, testing or analysis of any environmental media or building materials, including soil, groundwater, surface water, sediment, air or wastewater, in each case, without the prior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, none of the Group Companies shall be required to provide such access or disclose any information to Parent, Merger Sub or their respective authorized representatives, if doing so would (i) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any contract or law, rule or regulation to which any Group Company is a party or to which any Group Company is subject, in each case, so long as the Company shall have used its commercially reasonable efforts to obtain the consent of any Person necessary to permit such disclosure or to make appropriate alternate disclosure arrangements.
(b) Parent shall have the right, but not the obligation, at Parent’s sole cost, to cause an ALTA Survey of the Owned Real Property to be performed by one or more licensed surveyors as soon as possible. For the avoidance of doubt, neither the receipt of any ALTA Surveys nor Parent’s satisfaction with any of the foregoing that are received shall be a condition to Closing.
(c) Parent shall have the right, but not the obligation, at Parent’s sole cost, to attempt to cause a national title company designated by Parent (a “Title Company”) to deliver as of the Closing, (1) (A) an ALTA ...