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. 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:
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) 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”).
Access to Properties and Information. Buyer will have the opportunity to conduct, prior to the Defect Notice Date and at its sole risk and expense, an environmental assessment of the Properties, including a Phase I assessment as that term is defined by the ASTM E1527-13 All Appropriate Inquiry Standard. Seller will provide reasonable access for this purpose to Properties operated by Seller. Notwithstanding anything herein to the contrary, Buyer shall not conduct any ASTM Phase II environmental review or any test drilling or sampling or other invasive activities without prior notice to and consent of Seller (which notice shall be sent at least fifteen (15) days prior to the Defect Notice Date, and which consent Seller may give or withhold in its sole discretion, and which consent will be considered denied by Seller if Seller fails to respond within five (5) Business Days after receiving such notice). Buyer shall provide Seller with a minimum of three (3) Business Days’ advance notice of its proposed environmental assessment activities prior to entering the Property to be assessed and Buyer shall (a) coordinate the conduct of such environmental assessment with Seller’s representatives, (b) not interfere with the normal operation of the Properties, and (c) comply with all applicable Laws and all requirements and safety policies of Seller and, if Seller is not the operator of the Properties, the operator of the Properties. If Buyer or any of its consultants, agents and representatives prepares an environmental assessment, Buyer will furnish a copy thereof to Seller upon request and (until and unless Closing occurs and Buyer purchases the relevant Properties) will keep (and cause its consultants, agents and representatives to keep) any and all such assessments and reports strictly confidential. In connection with the granting of such access, Buyer represents that it is adequately insured and, except to the extent caused by the gross negligence or willful misconduct of the Seller Indemnified Parties, Buyer waives, releases and agrees to defend and indemnify the Seller Indemnified Parties against any and all claims for injury to, or death of, persons or for damage to property arising in any way from the access afforded to Buyer hereunder or the activities of Buyer related to such access or any environmental assessment. This waiver, release and indemnity by Buyer shall survive termination of this Agreement. If Buyer conducts a Phase I assessment that indicates that a Phase II assessment as that term i...
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. At all times until the expiration of the Option Period, the Company will afford to Parent 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 Parent and such authorized representatives may reasonably request and a complete opportunity to make such investigations as Parent and such authorized representatives reasonably request, and the Company will furnish or cause to be furnished to Parent 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 Parent pursuant to this Section 6.11 shall be kept confidential in accordance with Section 6.15 of the Securities Purchase Agreement to the extent it constitutes “Confidential Information” thereunder. No investigation pursuant to this Section 6.11 shall affect any representation or warranty in this 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. (a) From the date hereof until the relevant Closing Date, Parent shall (i) give the Buyers, their counsel, financial advisors, auditors and other authorized representatives reasonable access to the Properties, and the offices, books and records of the Sellers relating to the Properties, (ii) furnish to the Buyers, their counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Properties as such persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of the Sellers to cooperate with the Buyers in their investigation of the Properties, except, in each case, where compliance by the Sellers with these provisions would result in the violation of a confidentiality restriction with a third-party or would jeopardize the availability of the attorney-client privilege to Parent, the Sellers or their Affiliates. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the operation of the Properties, shall be subject to the rights of tenants and other occupants of the Properties and shall be limited to matters relating to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, the Buyers shall not conduct any invasive tests or inspections or any tests for the presence of hazardous substances or for other purposes without the consent of Parent, which shall not be unreasonably withheld, conditioned or delayed. Also, notwithstanding the foregoing, the Buyers shall not have access to personnel records of the Sellers or their Affiliates relating to individual performance or evaluation records, medical histories or other information which in the Sellers' good faith opinion is sensitive or the disclosure of which could subject the Sellers of their Affiliates to risk of liability.
Access to Properties and Information. (a) From the date hereof until the Closing, upon reasonable notice, Hitachi shall cause the Company and its officers, directors, employees, accountants and counsel to (i) afford the Purchaser and its authorized representatives access to the Company’s wafer fabrication facility, equipment and operating data for the purposes of conducting qualification activities in connection with the manufacture of wafers, including engineering activity wafers and unit module development, (ii) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of the Company, and (iii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours in Singapore, under the supervision of Hitachi’s or Renesas’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, Hitachi shall not be required to disclose any information to the Purchaser if Hitachi believes in good faith would (i) jeopardize any attorney-client or other legal privilege, or (ii) contravene any applicable Laws; provided in each case that Hitachi discloses to the Purchaser as much information as it is legally permitted about the matter to which the privilege or applicable Law applies, and provided further that Hitachi shall use its reasonable best efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by Hitachi without waiving such privilege.
