Access to Information Prior to the Closing. From the date hereof and prior to the Closing, the Company shall provide Parent, Merger Sub and their representatives reasonable access during regular business hours to all facilities, books and records and personnel of the Company and its Subsidiaries as Parent and Merger Sub may reasonably request; provided that (a) Parent, Merger Sub and their representatives shall take such action as is deemed necessary in the reasonable judgment of the Company or any of its Subsidiaries to schedule such access and visits through an individual designated by the Company and in such a way as to avoid disrupting in any material respect the normal business of the Person providing access, (b) neither the Company nor any of its Subsidiaries shall be required to take any action which would adversely affect the ability to assert attorney-client, attorney work product or other privilege or would compromise its confidential information, (c) neither the Company nor any of its Subsidiaries shall be required to supply any information which, in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives be permitted to conduct any sampling of soil, sediment, ground water, surface water or building material in connection with any such access; provided, that the Company will use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses (b) or (c) shall not apply. Any disclosure during any investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth in this Agreement. All information and access given to Parent, Merger Sub and their representatives shall be subject to the terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause to be delivered to Parent monthly operating reports regarding the Company and its Subsidiaries, in each case, to the extent as prepared by the Company in the ordinary course of business consistent with past practice.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall use reasonable best efforts to cause AMTG to give the Buyer Representative and its authorized representatives reasonable access during regular business hours to all books and records (including Tax records) related to the Assets as such Buyer may reasonably request; provided, that such Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as the case may be, to schedule such access through a designated officer of Seller or AMTG, as the case may be, and in such a way as to avoid disrupting in any material respect the normal operations of Seller or AMTG, as the case may be. Notwithstanding the foregoing, neither the Seller nor AMTG shall be required by this Section 5.2 to provide any Buyer or its representatives with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-client, attorney work product or other legal privilege of such party or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege).
Access to Information Prior to the Closing. During the Interim Period, the Seller shall give the Purchaser and its authorized representatives reasonable access during regular business hours to all books and records of the Business as the Purchaser may reasonably request; provided, that (a) the Seller shall not be required to take any action which could, in Seller’s sole discretion, constitute a waiver of the attorney-client or other privilege, compromise the Seller’s Confidential Information not related to the Business, or cause significant competitive harm to the Seller and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated, and (b) the Seller shall not be obligated to supply the Purchaser with any information which, on the advice of the Seller’s legal counsel, is, or could reasonably be, under a contractual or legal obligation not to supply. Prior to the Closing, without the prior written consent of the Seller, which may be withheld for any reason, the Purchaser shall not contact any suppliers to, or customers of, the Business except in connection with its own business in the ordinary course of business.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall give Buyer and its authorized representatives reasonable access during regular business hours to all offices, facilities, properties, agreements, books and records and personnel of Seller as Buyer may reasonably request; provided that (a) Buyer and its representatives shall take such action as is deemed necessary (including, without limitation, access for the purpose of conducting environmental assessments, which may include sampling of soil, sediment, groundwater, surface water and building material) in the reasonable judgment of Seller to schedule such access and visits through a designated officer of Seller and in such a way as to avoid disrupting in any material respect the normal operation of Seller, (b) Seller shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege and (c) Seller need not supply Buyer with any information which, in the reasonable judgment of Seller after consulting with outside counsel, Seller is under a contractual or legal obligation not to supply; provided that Seller will use its commercially reasonable efforts to enable Buyer to have access to such information.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, the Company shall give Purchaser and its Affiliates and their respective Representatives reasonable access during regular business hours to all offices, facilities, books and records of the Company and its Subsidiary as Purchaser may reasonably request including for the purpose of conducting environmental site assessments as may be reasonably requested for purposes of obtaining the Environmental Insurance Policy; provided, however, that (a) Purchaser and its Affiliates and their respective Representatives shall take such action as is deemed necessary in the reasonable judgment of the Company to schedule such access and visits through designated officers of the Company in such a way as to avoid disrupting the normal business of the Company, (b) the Company shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege and (c) the Company need not supply Purchaser with any information which, in the reasonable judgment of the Company, it is under a contractual or legal obligation not to supply, including without limitation as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain Persons from sharing information; provided, however, that the Company will use its commercially reasonable efforts to enable Purchaser to receive such information.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall, and the Members shall cause Seller to, give Buyer and its authorized representatives reasonable access during regular business hours to all offices, Personnel, Facilities, Books and Records of Seller as Buyer may reasonably request, including access to the Facilities to conduct or complete any appraisals, surveys and Phase I and Phase II environmental site assessments and studies (including sampling of soil, sediment, surface water, ground water, and/or building materials); provided, that (a) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Members and Seller to schedule such access and visits through a designated manager of Seller and in such a way as to avoid disrupting in any material respect the normal business of Seller, (b) Seller shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege and (c) Seller need not supply Buyer with any information which, in the reasonable judgment of the Members or Seller after consulting with outside counsel, Seller is under a contractual or legal obligation not to supply; provided, that Seller and the Members will use their reasonable best efforts to enable Buyer to have access to such information.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Atmel shall give Buyer and its authorized representatives reasonable access during regular business hours to all books and records of the Business and the premises of Atmel France, Atmel UK, ACP, Atmel Paris and Atmel Taiwan as Buyer may reasonably request; provided, that (a) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Atmel to schedule such access and visits through a designated officer or representative of Atmel or its Affiliates and in such a way as to avoid disrupting the normal operations of Atmel, the Selling Subsidiaries, Atmel UK, Atmel France, the Business and, after the Incorporation Date, Vault-IC, (b) Atmel, the Selling Subsidiaries, Atmel UK, Atmel France and, after the Incorporation Date, Vault-IC shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege or would compromise Atmel’s, Atmel UK’s, the Selling Subsidiaries’ or, after the Incorporation Date, Vault-IC’s confidential information not related to the Business, (c) Atmel, the Selling Subsidiaries and Atmel UK need not supply Buyer with any information which, in the reasonable judgment of Atmel, Atmel, the Selling Subsidiaries, Atmel UK or, after the Incorporation Date, Vault-IC are under a contractual or legal obligation not to supply, and (d) in no event shall Buyer be permitted, without prior written consent of Atmel, to contact the Employees, their representatives on works councils or unions, the press, any Governmental Authority, consortium partner, customer, distributor, sales representative or other third party or conduct any sampling of soil, sediment, groundwater, surface water or building material.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, the Company shall give Buyer and its authorized representatives (including Financing Sources who are subject to customary non-disclosure agreements) reasonable access during regular business hours to all personnel, offices, facilities, books and records of the Company as Buyer may reasonably request; provided, that the Company shall not be required to take any action which would constitute a waiver of the attorney-client privilege. Notwithstanding the foregoing, Buyer and its representatives shall not contact any Advisory Client or any supplier or other Person having a business relationship with the Company or any of its Subsidiaries specifically with respect to the Contemplated Transactions unless it has received prior written approval from the Company in its sole discretion.
Access to Information Prior to the Closing. The Target and Shareholder shall reasonably cooperate with Acquiror, and the Target shall provide, and the Shareholder shall cause the Target to provide, to Acquiror and its accountants, counsel and other representatives (collectively "Advisors") -------- during normal business hours, (i) reasonable access to the books, records, equipment, leases, title opinions and other information concerning the properties and other real estate owned or leased by the Target or in which the Target has an interest, and all other Contracts, Leases, Rights-of-Way, Licenses and Permits relating to the assets and operations of the Target's business and properties and all work papers relating to the Target of the Target's independent accountants and (ii) reasonable opportunity to discuss the Target's business affairs and assets with its officers, employees, agents and independent accountants and furnish to Acquiror and its advisors copies of such documents, records and information with respect to the affairs of the Target as Acquiror may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of Shareholder or the Target.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, the Companies shall, and Pregis shall cause Pregis Mexico and the Companies to, give Buyer and its authorized representatives reasonable access during regular business hours to all offices, facilities, books and records of Pregis Mexico or the Companies as Buyer may reasonably request; provided, that (i) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Pregis, Pregis Mexico and the Companies to schedule such access and visits through a designated officer of Pregis Mexico or such Company and in such a way as to avoid disrupting in any material respect the business, (ii) Pregis Mexico and the Companies shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege or would compromise Pregis' confidential information not related to the Companies' business or the Mexico Business, (iii) Pregis Mexico and the Companies need not supply Buyer with any information which, in the reasonable judgment of Pregis, Pregis Mexico or the Companies, Pregis Mexico or the Companies are under a contractual or legal obligation not to supply and (iv) Buyer shall not, except as otherwise consented to by Pregis in writing, be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, indoor or outdoor air, surface water or building material.
