Access to Premises and Information. At reasonable times prior to the closing date, Seller will provide Buyer and its representatives with reasonable access during business hours to the assets, titles, contracts and records of Seller and furnish such additional information concerning Seller's businesses Buyer may from time to time reasonably request.
Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, the Company will permit Buyer, and its Representatives to have reasonable access during normal operating hours to the records and books of account of the Group Companies (the “Records”) in possession of the Group Companies and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companies; provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoing.
Access to Premises and Information. During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 10.1, the Acquired Companies will provide the Buyers and their respective Representatives and prospective financing sources with reasonable access during normal business hours and upon reasonable notice to the offices, personnel, properties, books and records of the Acquired Companies and their respective Subsidiaries; provided that such access does not unreasonably interfere with the normal operations of the Acquired Companies and their respective Subsidiaries; provided further that all requests for such access will be directed to Xxxx Xxxxxx or such other Person as the Acquired Companies may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Acquired Companies will not be required to disclose any information to the Buyers if such disclosure would, in the good faith judgment of the Acquired Companies, be reasonably likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Legal Requirements, fiduciary duty or binding agreement entered into prior to the date hereof; provided, however, that, to the extent possible, the Acquired Companies will disclose in writing to the Buyers with reasonable particularity the nature of any such materials not disclosed to the Buyers and use reasonable efforts to provide the Buyers with such other documents and information as may be adequate substitute for any materials so withheld from the Buyers. No Acquired Company or any Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.1, and the Buyers may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Acquired Companies representations and warranties contained in Article 3. The information provided pursuant to this Section 8.1 will be used solely in connection with the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement, dated October 27, 2011, among Crane, Xxxx Capital Partners, LLC and Advantage Partners, LLP (as amended from time to time, the “Confidentiality Agreement”).
Access to Premises and Information. 6.1 The Customer shall provide to HBT, or such third party nominated by HBT, such information and documentation relating to the implementation, maintenance and support and/or administration of the Services as is necessary to enable HBT and/or its contractors to implement, maintain and support and administer the provision of those Services.
6.2 The Customer shall ensure that HBT, its contractors and/or any third party providing the Services are provided with such access to the computer equipment, software and network links owned by, licensed to and/or used by the Customer as may be reasonably necessary for the implementation, maintenance and support, administration and/or other performance of the Services.
6.3 The Customer shall ensure, prior to the date on which HBT, its contractors and/or any third party providing the Services commence the provision of any services in connection with the implementation, maintenance and support and/or administration of any Services at the premises of the Customer that:
6.3.1 such premises provide adequate working space and facilities as HBT, its contractors and/or any third party providing the Professional Services may reasonably require to carry out such services;
6.3.2 it has obtained all necessary consents to enable HBT, its contractors and/or any third party providing the Services to enter onto and remain upon the premises to carry out such services; and
6.3.3 the Customer shall effect and maintain throughout the provision of such services insurance cover for the benefit of HBT, its contractors and/or any third party providing the Services and their respective employees, agents and contractors against any and all reasonably foreseeable risks in providing the Professional Services at such premises on terms reasonably acceptable to HBT and/or its contractors.
Access to Premises and Information. Prior to the Closing, the Company will permit the Investors and their prospective investors and lenders and their respective authorized representatives to have full access to their premises and documents, books and records and to make copies during normal business hours of such financial and operating data and other information with respect to the Company as the Investors, such investors or lenders, or any of their representatives shall reasonably request. The Company will cause to be delivered such additional information and copies of documents, books and records relating to the Company as may be reasonably requested by the Investors, such investors or lenders, or any of their representatives.
Access to Premises and Information. Upon reasonable notice and subject to reasonable supervision by the Sellers or their agents and to the restrictions contained in any confidentiality agreement to which such party is subject, on and prior to the Closing Date, the Sellers will permit, and will cause the Transferred Companies to permit, the Buyer and its authorized representatives (including, without limitation, any financing sources and their respective authorized representatives) to have reasonable access during normal operating hours to the respective records and books of the Transferred Companies (the "RECORDS") in possession of the Transferred Companies or the Sellers (or deliver copies thereof) and the premises, agents and personnel of any of the Transferred Companies during normal business hours that relate in any manner to the conduct or operations of the Transferred Companies on or prior to the Closing Date. No investigation by the Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers contained in this Agreement. In order that the Buyer may have full opportunity to utilize such access, the Sellers shall cause the Seller's authorized representatives, the Transferred Companies and their authorized representatives to cooperate fully with the Buyer and its authorized representatives (including, without limitation, any financing sources and their respective authorized representatives) in connection with their examination or investigation.
Access to Premises and Information. The Course Provider shall permit IMDA without any prior notice, full and free access to its place of operation, the Training Sites, financial statements, records, books, documents, papers and all such information relating to the Course and render all such co-operation as may be required for the purpose of monitoring its conduct of the Course, or compliance with the Agreement, and shall allow IMDA to inspect, copy or make extracts from such registers, statements, records, books, documents, papers and information for the said purposes.
Access to Premises and Information. The Purchaser, the Parent and their counsel, accountants, and other representatives will have reasonable access during normal business hours to the Business and to all properties, books, accounts and records, contracts and documents of or relating to the business of the Business, PROVIDED THAT such access shall not interfere with the operation of the Business. The Seller will furnish or cause to be furnished to the Purchaser, the Parent and their representatives all data and information within the Seller's possession or control concerning the business, finances, and properties of the Seller and the Business that may reasonably be requested.
Access to Premises and Information. 42 8.2. Conduct of Business Prior to Closing. 43
Access to Premises and Information. Prior to the Closing, Seller shall permit Buyer and its authorized representatives to have full access to the premises and books and records of Seller and shall allow Buyer at any time to make copies of such financial and operating data and other information with respect to Seller's business and properties as Buyer shall reasonably request. Any investigation or inquiry made by Buyer shall not in any way affect or lessen the representations and warranties made by Seller in this Agreement or their survival of the Closing. Seller's obligations to provide information to Buyer shall be subject to Seller's receipt of undertakings satisfactory to Seller that Buyer will keep such information, including business information as well as technical information, in confidence until the Closing, and in the event that Closing does not take place, that Buyer will return all copies of non-public documentary information, will not use any of such information, and will hold all confidential information in confidence until the same shall become public by or through persons other than Buyer. Seller shall, for a period of seven (7) years from the Closing Date, keep available for Buyer's inspection those records, if any, retained under Section 2.
