Access to Purchased Assets. EMBI and each of its designated representatives shall have access to the secure storage area in which the Purchased Assets are kept during regular business hours of Lorus on any Business Day, and shall be entitled to remove the Purchased Assets at anytime it may so desire. In the event EMBI elects to move all or any portion of the Purchased Assets, EMBI shall be solely responsible for any and all costs and expenses associated therewith.
Access to Purchased Assets. From and after the Closing, the Buyer and its Affiliates shall permit reasonable access to and entry upon the Purchased Assets by the Seller and its Affiliates, without charge, as necessary (as determined by the Seller in its sole but reasonable discretion) to conduct and complete any other matters for which the Seller shall be responsible under this Agreement, including any corrective or remedial actions relating to any Excluded Liabilities. In the event of and as a condition to a subsequent sale, lease or other transfer of the Business and/or other Purchased Assets, the Buyer shall require that the Buyer’s transferee agree (in a form satisfactory to the Seller) to the access provisions of this Section 6.3. The Buyer shall use commercially reasonable efforts not to unreasonably interfere with the Seller in connection with the exercise of such rights of access, including ingress and egress, to perform any corrective action. All such activities of the Seller and its representatives shall be conducted in accordance with applicable Laws and the Seller shall indemnify the Buyer and its Affiliates from and against all damages, losses and liabilities to the extent incurred as a result of the acts or omissions of the Seller and its representatives except to the extent any such damages, losses or liabilities are caused by the gross negligence or willful misconduct of Buyer, its Affiliates or their respective representatives.
Access to Purchased Assets. Prior to the Closing, Buyer and its authorized representatives shall have full access to the Purchased Assets, the liabilities of Seller reflected in Schedule 1.3 hereto and the books, records, agreements and other documents of Seller at all reasonable hours, and Buyer shall be furnished with copies of all such books, records, agreements and all other documents as may be requested by it. Prior to the Closing, Buyer shall maintain the confidentiality of such books, records, agreements and documents and information about Seller that it acquires in connection with such investigation, except to the extent that disclosure thereof is required by applicable law or such books, records, agreements, documents and information are otherwise publicly known. Prior to the Closing, Buyer (and its authorized representatives) shall also have the right to discuss the Purchased Assets with the officers, Shareholders and managers of Seller.
Access to Purchased Assets. (a) During the Pre-Closing Period, Seller shall, and shall cause the Seller Subsidiaries to, continue to provide Buyer and its Representatives with all documents, materials and information reasonably requested by Buyer and reasonable access to the Purchased Assets in order for Buyer to confirm the satisfaction of the Closing conditions set forth in Section 9.2(a). To the extent not already provided to Buyer within ten (10) Business Days prior to the date hereof, Seller will during the Pre-Closing Period, at Buyer’s option, either (i) deliver three (3) 750ml samples of each item of bulk or bottled Product Inventory to Buyer or (ii) provide an opportunity for Buyer to obtain samples of any items of bulk Product Inventory directly from the applicable tanks. All access pursuant to this Section 7.2(a) shall be (A) conducted during normal business hours upon reasonable advance notice to the Seller Parties, (B) conducted in such a manner as not to interfere unreasonably with the normal operations of the Business or any other business of the Seller Parties, (C) coordinated through Xxxxx Xxxxxxxxx or a designee thereof and (D) conducted at Buyer’s sole cost and expense, and the Seller Parties shall have the right to have one or more of their Representatives present at all times during any access contemplated by this Section 7.2(a). Notwithstanding anything in this Agreement to the contrary, during the Pre-Closing Period, the Seller Parties shall not be required to provide access to or disclose information where such access or disclosure would, in the Seller Parties’ reasonable judgment, (1) jeopardize the attorney-client privilege or other immunity or protection from disclosure of any Seller Party, (2) conflict with any (x) Law (including any Law relating to data protection or privacy) or Order applicable to any Seller Party, the Purchased Assets or operation of the Business, (y) Contract to which any Seller Party is party or by which any of the Purchased Assets or other assets or properties of any Seller Party are bound or (z) other obligation of confidentiality, or (3) result in the disclosure of competitively sensitive information; provided, that if any information is withheld pursuant to this sentence, the applicable Seller Party will (x) inform Buyer as to the general nature of what is being withheld and (y) use its commercially reasonable efforts (1) to accommodate any request from Buyer for information pursuant to this Section 7.2 in a manner that does not r...
Access to Purchased Assets. 12.6.1 From and after the Effective Time, the Buyer and its Affiliates shall permit upon five (5) days’ prior written notice from Sellers, reasonable access to and entry upon the Purchased Assets by the Sellers and their Affiliates, without charge, as necessary (as determined by the Sellers in their sole but reasonable discretion) to conduct and complete any other matters for which the Sellers shall be responsible under this Agreement, including any corrective or remedial actions relating to any Retained Liabilities. In the event of and as a condition to a subsequent sale, lease or other transfer of the Business and/or other Purchased Assets, the Buyer shall require that the Buyer’s transferee agree (in a form satisfactory to the Sellers) to the access provisions of this Section 12.6. Buyer shall not interfere with Sellers’ right of entry or actions taken pursuant thereto, and shall cooperate with Sellers in obtaining any permits, consents or approvals necessary for Sellers’ actions taken with respect to the Purchased Assets.
Access to Purchased Assets. (a) Seller shall, from the date hereof until the Undepreciated Assets Closing Date, allow Buyer and its designees (subject to their compliance with Seller’s safety and security procedures and provided they are accompanied by one or more escorts of Seller) access at reasonable times and places to any and all of the Purchased Assets for the purpose of inspecting the same, to the extent permitted by applicable Law, for any reasonable purpose related to this Agreement or any Conveyance Document; provided that any books and records or other information that is subject to an attorney-client or other legal privilege or obligation of confidentiality or non-disclosure shall not be made so accessible (provided that in any such event Seller shall notify Buyer in reasonable detail of the circumstances giving rise to any such privilege or obligation and use commercially reasonable efforts to seek to permit disclosure of such information, to the extent possible, in a manner consistent with such privilege or obligation). Notwithstanding anything to the contrary contained herein, if a Closing does not occur and this Agreement is terminated, unless required by any Law or Governmental Authority or compelled by a court of competent jurisdiction, Buyer agrees to return to Seller, or certify to Seller that it has destroyed, any materials Seller provides to Buyer in connection with this Section 5.02.
Access to Purchased Assets. During the Interim Period, and upon reasonable advance notice received from Buyer, Seller shall, and shall cause its Representatives to: (a) afford Buyer and its Representatives reasonable access, during regular business hours, to the Purchased Assets, Seller's personnel, books, and records (including those related to the Mineral Claims and the Mining Permits), environmental site assessments, audits, studies, reports and other documents and data relating to the Purchased Assets and Seller's activities on, at, or under each Land Title and Mineral Claim; (b) furnish them with copies of all such books and records and other existing documents and data relating to the Purchased Assets and Seller's activities on, at or in respect of each Land Title and Mineral Claim as Buyer may reasonably request; and (c) during the period prior to the Closing Date, promptly provide any Consents required in order to obtain file searches with respect to the Purchased Assets at the CDMB. The exercise of any rights of inspection by or on behalf of Buyer under this Section 5.4 shall not mitigate or otherwise affect the representations and warranties of Seller herein which shall continue in full force and effect as provided in Section 9.1.
Access to Purchased Assets. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, all title documents, Contracts, financial statements, policies, plans, reports, licences, orders, permits, books of account, accounting records and all other documents, information and data relating to the Business. The Vendor shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Purchased Assets and all other property and assets utilized in the Business. At the request of the Purchaser, the Vendor shall execute such consents, authorizations and directions as may be necessary to permit any inspection of the Business or any of the Purchased Assets or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the Purchased Assets maintained by governmental or other public authorities.
Access to Purchased Assets. L.P. has possession of the Purchased Assets, and thus, L.P. has had free and full access to the Purchased Assets, in order to make such investigations and inspections as it shall reasonably desire of the Purchased Assets.
Access to Purchased Assets. Subject to Buyer’s prior notification and coordination with Seller, between the date of this Agreement and the Closing, Seller shall allow Buyer reasonable access during normal business hours to the locations at which the Business is conducted and such examination of the books, contracts and records of Seller relating to the ownership of the Purchased Assets and the operation of the Business, so long as such access does not unreasonably interfere with the business operations of Seller. Further, no investigation pursuant to this Section 5.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated by this Agreement.
