Access to Properties, Records and Personnel Sample Clauses

Access to Properties, Records and Personnel. Between the date of this Agreement and the Closing Date, Seller and the Stockholders shall (i) provide Buyer and its accountants, counsel and other representatives, full access, during reasonable business hours and on reasonable notice given to the Stockholders, to any and all premises, properties, Contracts, commitments, books, records, and other information relating to assets or liabilities of Seller and the Business, and shall cause Seller’s officers and employees to furnish to Buyer and its authorized representatives any and all financial, technical, and operating data and other information respecting the assets and liabilities and the Business, as Buyer and such representatives may from time to time reasonably request; and (ii) instruct Seller’s officers, insurers, and accountants to discuss with Buyer and its representatives any and all information pertaining to its assets and liabilities and the Business. Buyer agrees to work with Seller and the Stockholders to conduct all inspections as provided herein so as to minimize disruption to Seller’s business operation and Buyer shall schedule all employee meetings through the Stockholders. Buyer shall have the right to contact Seller’s customers and suppliers after consultation with Seller as to specific persons to be contacted and the manner of the contact. Buyer shall also have the right to have environmental studies conducted as to the Leased Real Estate, which studies, if conducted, shall be at Buyer’s expense.
Sample 1
AutoNDA by SimpleDocs
Access to Properties, Records and Personnel. Between the date of this Agreement and the Closing Date, Shareholder and the Corporation shall (i) provide Buyer and its accountants, counsel and other representatives, full access, during reasonable business hours, to any and all premises, properties, commitments, books, records, and other information relating to assets or liabilities of the Corporation, and shall cause the Corporation's officers and employees to furnish to Buyer and its authorized representatives any and all financial, technical, and operating data and other information respecting the assets and liabilities and the business of the Corporation as Buyer and such representatives may from time to time reasonably request; and (ii) instruct the Corporation's officers, insurers, and accountants to discuss with Buyer and its representatives any and all information pertaining to its assets and liabilities and the business of the Corporation. Buyer shall schedule all employee meetings through the Shareholder. Buyer shall have the right to contact the Corporation's customers after consultation with Shareholder as to specific persons to be contacted and the manner of the customer contact.
Sample 1
Access to Properties, Records and Personnel. (a) To the extent permitted by applicable law and without disruption of the business and operations of First United, First United shall (i) afford the executive officers and authorized representatives (including legal counsel, accountants and consultants) of Bancshares full access to the properties, books and records of First United in order that Bancshares may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of First United, and (ii) furnish Bancshares with such additional financial and operating data and other information as to the business and properties of First United as Bancshares shall, from time to time, reasonably request. In the event of the termination of this Agreement, Bancshares will return to First United all documents and other information obtained pursuant hereto and will keep confidential any information obtained pursuant to this Agreement. (b) First United shall notify Bancshares prior to all regular and special meetings of the Board of Directors of First United and all committee meetings of First United and shall distribute copies of all minutes, including attachments and supplements thereto, of all regular and special meetings of the Board of Directors and all committee meetings within two (2) business days of such meeting. In addition, First United shall cause its officers and directors to participate in discussions with the officers and authorized representatives of Bancshares with respect to the business and affairs of First United as Bancshares shall, from time to time, reasonably request.
Sample 1
Access to Properties, Records and Personnel. The Seller shall afford to the Buyer, and to the accountants, counsel and representatives of the Buyer, full access at times mutually agreed upon between the parties from time to time throughout the period prior to the Effective Date (or the earlier termination of this Agreement pursuant to Article XIV hereof) to all properties, books, Contracts, commitments and records of the Seller and to the Seller Employees and, during such period, shall furnish promptly to the Buyer all other information concerning the Seller, its properties and its personnel, including the Seller Employees, as the Buyer may reasonably request. Each of the parties hereto hereby consents to the Buyer and the Seller, as the case may be, discussing the Agreement, the Transaction Documents and the transactions contemplated hereby with the Seller Employees and the other personnel of the Seller.
Sample 1

Related to Access to Properties, Records and Personnel

  • Maintaining Records; Access to Properties and Inspections Maintain financial records in accordance with GAAP and, upon reasonable notice, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of the Borrower or any Significant Subsidiary during normal business hours and to discuss the affairs, finances and condition of the Borrower or any Significant Subsidiary with the officers thereof and independent accountants therefor.

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege. (b) The information contained herein, in the CCE Disclosure Letter or heretofore or hereafter delivered to ETP or its authorized representatives in connection with the transactions contemplated by this Agreement shall be held in confidence by ETP and its representatives in accordance with the Confidentiality Agreement until the Closing Date with respect to information relating to TPC. Following the Closing Date, CCE shall keep confidential all information related to the business and properties of TPC to the same extent as ETP is obligated to keep such information confidential in accordance with the terms of the Confidentiality Agreement (without regard to the preceding sentence) prior to the Closing Date.

  • Access to Records and Personnel Indivior shall ensure the IRO has access to all records and personnel necessary to complete the reviews listed in this Section III.E., and that all records furnished to the IRO are accurate and complete.

  • Access to Records and Properties (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to: (i) provide Purchaser and its officers, counsel and other representatives with reasonable access during normal business hours to the operations of the Companies and their Subsidiaries, their principal personnel and representatives, and such books and records pertaining to the Companies and their Subsidiaries as Purchaser may reasonably request, provided that (A) Purchaser agrees that such access will give due regard to minimizing interference with the operations, activities and employees of the Companies and their Subsidiaries, (B) such access and disclosure would not violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law and (C) all arrangements for access shall be made solely through Seller; and (ii) furnish to Purchaser or its representatives such additional financial and operating data and other information relating to the Companies and their Subsidiaries as may be reasonably requested, to the extent that such access and disclosure would not (A) violate the terms of any agreement to which the Companies or any of their Subsidiaries is bound or any applicable Law, or (B) cause significant competitive harm to the Companies or any of their Subsidiaries or their Affiliates if the transactions contemplated by this Agreement are not consummated. (b) From the date hereof until the Closing Date, Purchaser agrees that all information so received from Seller, the Companies and their Subsidiaries shall be deemed received pursuant to the Confidentiality Agreement and that each shall, and shall cause its Affiliates and each of its and their representatives to, comply with the provisions of the Confidentiality Agreement with respect to such information, and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth in this Agreement.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee.

  • Books, Records and Inspections The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such Subsidiary in whomsoever’s possession to the extent that it is within such party’s control to permit such inspection (and shall use commercially reasonable efforts to cause such inspection to be permitted to the extent that it is not within such party’s control to permit such inspection), and to examine the books and records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default (a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2, (b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors) or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with the Borrower’s independent public accountants.

  • Books and Records; Inspections Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with GAAP shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by the Administrative Agent at the request of the Requisite Lenders (including the right to appoint third party agents), at the Borrower’s expense (subject to the proviso below), to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants (and an authorized representative of the Borrower shall be allowed to be present during such discussions), all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested, in each case, in a manner that does not unduly interfere with the business and operations of the Credit Parties and their Subsidiaries; provided that (i) the Borrower shall only be obligated to reimburse the Administrative Agent and the Requisite Lenders for the expenses of one such inspection per calendar year prior to the occurrence of an Event of Default; and (ii) any authorized representatives designated by any Lender (including the right to appoint third party agents) may accompany the Administrative Agent or its representative in connection with any inspection, in each case at such Lender’s sole expense; provided, further, that, notwithstanding anything to the contrary in this Section 5.6, none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (a) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any binding confidentiality obligation pursuant to any Contractual Obligation with any Third Party in effect prior to (and not entered into in contemplation of) such Credit Party’s or Subsidiary’s obligations under this Section 5.6 (it being understood and agreed that the Credit Parties shall use their commercially reasonable efforts to provide such information in a manner which would comply with such confidentiality obligation) or (b) that is subject to attorney-client or similar privilege or constitutes attorney work product.

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • RECORDS AND INSPECTIONS Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!