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 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 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 earlier of the termination of this Agreement in accordance with its terms and the Closing Date, the Company shall, and Shareholders shall cause the Company to, give Buyer and its authorized Representatives reasonable access during regular business hours to all offices, Real Property and Business Records of the Company as Buyer may reasonably request. With respect to any such access or visit, (i) Buyer and its Representatives shall take such action as is deemed necessary in the reasonable judgment of the Company and Shareholders to schedule such access or visits through a designated officer of the Company and in such a way as to avoid disrupting in any material respect the normal business of the Company and (ii) the Company shall not be required to take any action that would constitute a waiver of the attorney-client or other privilege; provided, however, that with respect to any information that the Company deems privileged in the case of clause (ii), Seller shall use commercially reasonable efforts to take, or cause to be taken, all such alternative actions or things necessary, proper or advisable to make such information available.
Access to Information Prior to the Closing. During the Pre-Closing Period, each Seller Party shall, and shall cause each Company Entity to, give Buyer and its accountants, counsel and other Representatives reasonable access during normal business hours and with reasonable prior notice to the offices, facilities, properties, members of DDL’s executive management team and Books and Records of the Company Entities and such other information as Buyer may reasonably request. As a part of such access, during the Pre-Closing Period, the Seller Representative shall deliver to Buyer the unaudited consolidated and consolidating balance sheets, statements of income and retained earnings and statements of cash flows of DDHL and its Subsidiaries for each month that ends during the Pre-Closing Period within 25 days after the end of such month. As a further part of such access, during the Pre-Closing Period, Buyer shall have the right to contact (i) the customers, vendors, and suppliers which are, or should have been, listed as a “top 20” customer or “top 10” vendor on Section 4.22 of the Disclosure Letter, and (ii) up to twenty (20) Franchisees of the Buyer’s choosing, in each case with respect to the Transactions; provided, that Buyer shall coordinate all such communication with Seller Representative and Seller Representative shall have a right to have a representative present for all such communications. Seller Parties shall instruct the members of DDL’s executive management team and counsel and advisors of Sellers and the Company Entities to reasonably cooperate with Buyer in its investigation of the Company Entities. Buyer shall not, directly or indirectly, contact or otherwise communicate with any customers, vendors, suppliers, Franchisees, or employees of the Acquired Companies except as explicitly stated in this Section or with Seller Representative’s prior written consent, not to be unreasonably withheld.
Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall, and the Member 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 Member 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 Member or Seller after consulting with outside counsel, Seller is under a contractual or legal obligation not to supply; provided, that Seller and the Member 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, 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. During the period from the date of this Agreement through the Closing Date, Sellers will cause the Company to give Buyer and its authorized representatives reasonable access during regular business hours to all of its plants, offices, warehouses, facilities, books and records of the Company as they may reasonably request; provided, however, that (i) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Sellers and the Company to schedule such access and visits through a designated officer of the Company and in such a way as to avoid disrupting the normal business of the Company, (ii) the Company shall not be required to take any action which would constitute a waiver of the attorney-client or other privilege and (iii) the Company need not supply Buyer with any information which, in the reasonable judgment of Sellers, the Company is under a contractual or legal obligation not to supply.
Access to Information Prior to the Closing. During the period from the date hereof through the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, the Company shall, and Seller shall cause the Company to, give (a) Buyer and its authorized Representatives and (b) the Financing Sources and their authorized Representatives, in each case, reasonable access during regular business hours to all offices, Real Property, and Business Records of the Company as Buyer or any of the Financing Sources may reasonably request. With respect to any such access or visit, (i) Buyer and its Representatives, and Financing Sources and their authorized Representatives, shall in each case take such action as is deemed necessary in the reasonable judgment of the Company and Seller to schedule such access or visits through a designated officer of the Company and in such a way as to avoid disrupting in any material respect the normal business of the Company and (ii) the Company shall not be required to take any action that would constitute a waiver of the attorney-client or other privilege or to disclose information that is deemed in the reasonable judgment of the Company to be of a highly competitive and sensitive nature; provided, however, that with respect to any information that the Company deems privileged or highly competitive and sensitive in the case of clause (ii), Seller and Buyer shall use reasonable best efforts to take, or cause to be taken, all such alternative actions or things necessary, proper or advisable to make such information available.
