Access to Properties and Information. (a) Purchaser acknowledges that it has already received from Sellers (i) access to a shared drive containing images of certain documents, instruments and agreements relevant to Purchaser’s examination of the Assets, (ii) the opportunity, to the extent Sellers were able to provide it, to conduct site visit(s) of certain of the Properties, (iii) the opportunity to review certain lease, land, contract and regulatory files in Sellers’ possession that relate to the Assets, (iv) the opportunity to ask questions related to the Assets of certain of the managers and employees of Sellers and its Affiliates, (v) the opportunity to conduct a review of geological and geophysical data on workstations at the offices of Sellers, and (vi) drafts of the Exhibits and Schedules to this Agreement (collectively referred to as the “Data Exchange”).
(b) Upon execution of and pursuant to the terms of this Agreement, Purchaser shall have the right, at reasonable times during normal business hours, at Purchaser’s sole cost and expense, to continue to conduct an expert investigation into the environmental condition of the Properties for the purposes set out in Article 3 hereof (the “Pre-Acquisition Review”). The scope of the Pre-Acquisition Review includes:
(i) The right to enter all or any part of the Properties at any reasonable time and with reasonable advance notice before accessing any Property (which shall be not less than 48 hours advance notice), and to inspect, inventory, investigate, perform environmental assessments, study and examine the same and the operations conducted thereon (provided that Purchaser shall have no right to conduct any invasive environmental sampling or testing on any Properties without the consent of Sellers, which consent may be withheld in Seller’s sole discretion and may be subject to any conditions); and
(ii) The right, subject to compliance with applicable Law, including the HSR Act, to inspect and review at Sellers’ offices at reasonable times and upon reasonable advance notice, all of the Records.
(c) Purchaser shall maintain the results of its investigation, testing and evaluation and review of files and records, confidential in accordance with and otherwise comply with the terms of the Confidentiality Agreement dated October 25, 2013 (the “Confidentiality Agreement”).
(d) Purchaser shall provide Sellers a copy of any assessment reports of or about the Properties, including, without limitation, any reports, data and conclusions developed pursua...
Access to Properties and Information. At all times until the earlier of (i) the expiration of the Option Period and (ii) the consummation of the Acquisition, the Company will afford to Purchaser and its authorized representatives, upon reasonable notice, reasonable access during normal business hours to all properties, books, records, contracts and documents of the Company as Purchaser and such authorized representatives may reasonably request and a complete opportunity to make such investigations as Purchaser and such authorized representatives reasonably request, and the Company will furnish or cause to be furnished to Purchaser and its authorized representatives all such information with respect to the affairs and businesses of the Company as they may reasonably request. All information obtained by Purchaser pursuant to this Section 6.1 shall be kept confidential in accordance with Section 6.3 of this Agreement to the extent it constitutes “Confidential Information” thereunder. No investigation pursuant to this Section 6.1 shall affect any representation or warranty in this Agreement or the Closing Documents of any party hereto or thereto or any condition to the obligations of the parties hereto or thereto.
Access to Properties and Information. Following the Effective Date, Buyer and its representatives shall be afforded full access to all of the assets, properties, books, records, agreements, other documents and employees of Seller relating to the Business, in all cases during normal business hours and upon reasonable prior notice. Buyer and its representatives shall have the right to make abstracts from or copies of any such books, records, agreements, and commitments, and such Business shall furnish Buyer's representatives with such information concerning such affairs and copies of such documents, contacts, agreements and records as Buyer may reasonably request. All such information provided to Buyer in written form by Seller to the knowledge of Seller shall be true, complete and correct and shall be deemed represented as such by Seller to Buyer. Any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business. Buyer shall not contact any of Seller's employees or visit any portion of Seller's properties without Seller's prior knowledge. Buyer shall be responsible for ensuring that its employees or representatives maintain the confidentiality of any information learned during the investigation subject to the terms of Section 6.4 hereto.
Access to Properties and Information. (a) Provide and cause its Subsidiaries to provide such information concerning the operations of the Company and of its Subsidiaries as Purchaser may from time to time reasonably request in writing; (b) upon reasonable advance notice permit, and cause each Subsidiary to permit, representatives of Purchaser full and free access during normal business hours to its management personnel, properties, books and records, allow and cause each Subsidiary to allow the members of its management to discuss the affairs, finances and business of the Company and such Subsidiary with Purchaser, and permit and cause each Subsidiary to permit Purchaser to consult with and advise its directors and officers on the management of its business; and (c) upon request by a Purchaser, direct, and cause each Subsidiary to direct, its independent accountants to discuss the affairs, finances and business of the Company and its Subsidiaries with Purchaser.
Access to Properties and Information. Company shall have access at all times to any information pertaining to the development or administration of the Xxxxx and Properties, including Contractor’s books and records relating thereto. Contractor, upon request, shall furnish to Company copies of all forms or reports filed with governmental agencies.
Access to Properties and Information. From the date hereof until the Effective Time, each of the FW Entities shall, and shall cause their respective officers, employees and agents to, afford to the USRP Entities and to the officers, employees and agents of the USRP Entities access during normal business hours to such officers, employees, agents, Properties, books, records and contracts, and shall furnish the USRP Entities and their officers, employees and agents such financial, operating and other data and information, as the USRP Entities may reasonably request. Without limiting the generality of the foregoing:
(a) The USRP Entities, personally or through their respective authorized agents or representatives, shall be entitled upon (i) presentation to the FW Entities of a certificate of insurance evidencing that the USRP Entities carry a liability insurance policy in an amount not less than $5,000,000, which liability insurance policy names the Company and FWOP as additional insureds, and (ii) not less than 24 hours advance notice to the FW Entities, to enter upon the Properties during normal business hours, and shall have the right to make such reasonable investigations, including, but not limited to, conducting engineering and structural studies, soil tests and environmental studies (including, without limitation, so-called "Phase I" and "Phase II" environmental studies), as the USRP Entities deem necessary or advisable with respect to the Properties; and
(b) The FW Entities agree to copy and deliver (or otherwise make available as set forth below) to the USRP Entities, or to their duly authorized agents or representatives, upon demand, (i) copies of all Leases, (ii) copies of all applicable books and financial records relating to each Property and the operation and maintenance thereof, and (iii) such other items as the USRP Entities may reasonably request, in each case to the extent currently within the possession or control of a FW Entity or available to a FW Entity after reasonable inquiry or effort (all information described in this Section 3.1, collectively, the "Property Information"). Property Information may be made available at the main office of the FW Entities to the extent copying is not reasonably practicable. The Property Information may be examined at all reasonable times during normal business hours upon prior reasonable notice to the FW Entities and may be photocopied by the USRP Entities. The activities of the USRP Entities at the Property shall be conducted in such a mann...
Access to Properties and Information. Buyer and its representatives shall be afforded full access to all of the assets, properties, books, records, agreements, other documents and employees of Seller relating to the Assets and the Business, in all cases during normal business hours and upon reasonable prior notice. Buyer and its representatives shall have the right to make abstracts from or copies of any such books, records, agreements, and commitments, and such Business shall furnish Buyer's representatives with such information concerning such affairs and copies of such documents, contracts, agreements and records as Buyer may reasonably request. All such information provided to Buyer in written form by Seller to the knowledge of Seller shall be true, complete and correct and shall be deemed represented as such by Seller to Buyer. Any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business.
Access to Properties and Information. Prior to the Closing, the Seller shall permit the Buyer to make such additional investigation of the business and properties of the Seller as it may reasonably request, and, upon reasonable notice, shall give the Buyer and its counsel, accountants and other representatives reasonable access, during normal business hours, to its property, books, commitments, agreements, records, files, and, with the Seller's prior consent (such consent not to be unreasonably withheld or delayed) personnel, and shall furnish to the Buyer copies of documents and information concerning the Seller as the Buyer or its representatives may reasonably request.
Access to Properties and Information. At all times until the expiration of the Option Period, Avica will afford to DTS and its authorized representatives, upon reasonable notice, reasonable access during normal business hours to all properties, books, records, contracts and documents of Avica as DTS and such authorized representatives may reasonably request and a complete opportunity to make such investigations as DTS and such authorized representatives reasonably request, and Avica will furnish or cause to be furnished to DTS and its authorized representatives all such information with respect to the affairs and businesses of Avica as they may reasonably request. All information obtained by DTS pursuant to this Section 5.8 shall be kept confidential in accordance with Article 7 of this Agreement, to the extent it constitutes Confidential Information. No investigation pursuant to this Section 5.8 shall affect any representation or warranty in this Agreement, the Asset Purchase Agreement or the Related Agreements of any party hereto or thereto or any condition to the obligations of the parties hereto or thereto.
Access to Properties and Information. Each Shareholder, or its duly authorized representatives, at their own risk and expense, shall have access to the Properties and to all records prepared by the Operating Committee or at its direction in connection with work done on or with respect to the Properties. Such inspections shall be done at the sole risk and expense of the Shareholder wishing access and such Shareholder shall hold OpCo harmless from any damage, claim or demand by reason of injury to the agents, employees or representatives of that Shareholder due to their presence on the Properties, caused by the negligence of that Shareholder or caused by the negligent or intentional acts of such agents, employees or representatives of that Shareholder. The Operating Committee or General Manager shall have the right to schedule such inspections so that they occur within normal business hours and do not unreasonably interfere with Operations.
