Access to Management, Properties and Records. (a) From the date of this Agreement until the Closing Date, the Seller shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer free and full access upon reasonable notice and during normal business hours to all management personnel, offices, properties, books and records of the Seller, so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Seller, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Seller shall furnish to the Buyer such financial and operating data and other information as to the Assets and the business of the Seller as the Buyer shall reasonably request.
(b) If the Buyer, at its option and expense, prior to the Closing Date, elects to have a report or reports prepared by an engineer or other professional selected by the Buyer, certifying that the real property associated with the Assets (i) complies with all applicable federal, state and local environmental and wetlands laws, rules and regulations and that there is not now, and never has been, manufacture, storage, or disposal of hazardous wastes at the real estate in violation of said laws, rules and regulations, (ii) complies with all applicable building, health and fire codes, and subdivision control laws, rules and regulations, the Seller shall cooperate with such engineer or professional to the extent necessary to prepare such reports, including, without limitation, providing such engineer or professional access to such real property and necessary records, and arranging interviews with employees of the Seller.
(c) The Seller shall authorize the release to the Buyer of all files pertaining to the Seller, the Assets or the business or operations of the Seller held by any federal, state, county or local authorities, agencies or instrumentalities.
Access to Management, Properties and Records. Due Diligence. From the date of this Agreement until the Closing Date, BRI may examine the accounting books and other business and financial records, plans, reports and documents of the Management Company and its business, including all corporate records, tax returns, contracts, licenses, business plans and projections, audits and audit work papers, employee benefit plans, employee records, management plans and records, and any and all other information reasonably requested by BRI, and the Management Company and the Stockholders shall cooperate fully with BRI's representatives and make themselves available, so that BRI may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Management Company, and BRI shall be permitted to make abstracts from, or copies of, all such books and records. The Management Company shall furnish to BRI such financial and operating data and other information as to the assets and the business of the Management Company as BRI shall reasonably request.
Access to Management, Properties and Records. From the date of this -------------------------------------------- Agreement until the Closing Date, the Company shall afford the officers, attorneys, accountants and other authorized representatives of PQC and Flagship free and full access upon reasonable notice and during normal business hours to all management personnel, offices, properties, books and records of the Company, and all properties under the management of the Company and all records relating thereto, so that PQC and Flagship may have full opportunity to make such investigation as they shall desire to make of the management, business, properties and affairs of the Company and the properties under the management of the Company, and PQC shall be permitted to make abstracts from, or copies of, all such books and records. The Company shall furnish to PQC such financial and operating data and other information as to the business of the Company as PQC shall reasonably request.
Access to Management, Properties and Records. From the date of this Agreement until the Effective Date, the Seller shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer reasonable access upon reasonable notice and during normal business hours to all management personnel, and books and records of the Seller relating solely to the Acquired Business. The Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Seller shall furnish to the Buyer such financial and operating data and other information as to the Assets and the Acquired Business as the Buyer shall reasonably request and cause its management personnel to cooperate with the Buyer and to be available at the reasonable request of the Buyer so as to provide the Buyer's agents with any and all information concerning the Assets and the Acquired Business that may reasonably be required to close the transactions contemplated hereby. Notwithstanding anything contained in this Section 6.3 above, the Buyer's right to continue its due diligence procedures shall in no way be construed to imply that completion of such due diligence, or the ability of the Buyer to obtain financing, is or will be a condition to closing this transaction. Furthermore, to the extent Buyer requires Seller to engage Seller's outside auditors to perform any work in connection with any requests under this Section 6.3, Buyer shall pay the full cost of such engagement directly to Seller's outside auditors.
Access to Management, Properties and Records. (a) From the date of this Agreement until the Closing Date, the Seller shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer free and full access upon reasonable notice and during normal business hours to all management personnel, offices, properties, books and records of the Seller, so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Seller, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Seller shall furnish to the Buyer such financial and operating data and other information as to the Assets and the business of the Seller as the Buyer shall reasonably request.
(b) The Seller shall authorize the release to the Buyer of all files pertaining to the Seller, the Assets or the business or operations of the Seller held by any federal, state, county or local Governmental Entities.
Access to Management, Properties and Records. Subject to compliance with any and all confidentiality agreements or obligations the Seller may have with or to any customer, supplier or other person, from the date of this Agreement until the Closing Date, to the extent allowable under applicable law, the Seller shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer, including prospective financing sources, reasonable access upon reasonable prior notice and during normal business hours to all management personnel, offices, properties, books and records of the Seller exclusively related to and used for the Business and the Purchased Assets, so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Seller exclusively related to and used for the Business and the Purchased Assets, and the Buyer shall be permitted to make, upon obtaining the Seller’s prior consent, at the Buyer’s expense, abstracts from, or copies of, all such books and records. The Seller shall make available to the Buyer such financial and operating data and other information as to the Purchased Assets and the Business as the Buyer shall reasonably request. The Seller shall authorize the release to the Buyer of all files reasonably requested by the Buyer, which exclusively pertain to the Purchased Assets or the Business, held by any federal, state, county or local authorities, agencies or instrumentalities.
Access to Management, Properties and Records. From the date of this Agreement until the Closing Date, the Company shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer access upon reasonable prior notice and during normal business hours to all management personnel, offices, properties, books and records of the Business, for the sole purpose of facilitating the Closing of the transactions contemplated hereunder. The Company shall furnish to the Buyer such financial and operating data and other information as to the Business as the Buyer shall reasonably request. Upon prior approval of the Company, which shall not be unreasonably withheld or delayed, the Buyer shall also have the right to contact the Company's vendors and customers, and other persons having business dealings with the Company for the sole purpose of facilitating the Closing of the transactions contemplated hereunder. The Company shall be entitled to participate in such communications and to make the initial introductions. The activities contemplated by this subsection are hereinafter referred to as "Due Diligence Activities."
Access to Management, Properties and Records. (a) The Stockholder and the Company shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer free and full access upon reasonable notice and during normal business hours to all management personnel, offices, properties, books and records of the Company, so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Company, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Stockholder and the Company shall furnish to the Buyer such financial and operating data and other information as to the business of the Company as the Buyer shall reasonably request. Without limiting the foregoing, the Stockholder and the Company shall furnish the Buyer with copies of drafts and executed documents relating to the Company's proposed sale of the Commercial Business as defined in Subsection 5.11.
(b) The Stockholder and the Company shall authorize the release to the Buyer of all files pertaining to the business or operations of the Company held by any federal, state, county or local authorities, agencies or instrumentalities. The authorizations of the Stockholder and the Company shall specifically waive all previous claims of privilege or other restrictions, and in any case where a release by a present or former employee of the Company is necessary, the Stockholder and the Company shall exercise their best efforts to obtain such a release.
Access to Management, Properties and Records. From the date of this Agreement, the Seller shall afford the officers, attorneys, accountants and other authorized representatives of the Buyer reasonable access upon reasonable notice and during normal business hours to all management personnel, and books and records of the Seller relating to the Acquired Business. The Buyer shall be permitted to make abstracts from, or copies of, all such books and records. The Seller shall furnish to the Buyer such financial and operating data and other information as to the Assets and the Acquired Business as the Buyer shall reasonably request and cause its management personnel to cooperate with the Buyer and to be available at the reasonable request of the Buyer so as to provide the Buyer's agents with any and all information concerning the Assets and the Acquired Business that may reasonably be required to close the transactions contemplated hereby.
Access to Management, Properties and Records. From the date of this Agreement until the Closing Date, the Seller shall (a) afford the officers, attorneys, accountants and other authorized representatives of the Buyer (including employees, officers, accountants and attorneys of Gold Fields (Ghana) Limited) free and full access upon reasonable notice and during normal business hours and in a manner that does not interfere with the normal business operations of PGL and Teberebie to all management personnel, employees, advisors, offices, properties, books and records of PGL and Teberebie, so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of PGL and Teberebie, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records, (b) furnish to the Buyer such financial and operating data and other information as to the business of PGL and Teberebie as the Buyer shall reasonably request, and (c) instruct the employees, counsel and financial advisors of the Seller, PGL or Teberebie to cooperate with the Buyer in its investigation of PGL or Teberebie. No investigation by the Buyer or other information received by the Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Seller hereunder.
