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 Records and Properties. (a) From the Execution Date until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other Representatives, books and records of Sellers; provided, however, that Buyer's inspection of Sellers' properties shall not include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, and (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers under this Agreement.
(b) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes, including, without limitation, by providing to Sellers, at no charge, for such purposes, the right to use reasonable office space at the Dearborn Facility for up to five (5) people as requested by Sellers and providing appropriate equipment and facilities for reasonable use by such personnel, including parking spaces, phones, computers, fax machines and copy machines for a period not to exceed six (6) months after the Closing Date.
Access to Records and Properties. Buyer shall be entitled to, at its expense, conduct such investigation of the condition of the Acquired Assets as Buyer shall reasonably deem appropriate.
Access to Records and Properties. Target may, prior to the Closing Date, through its employees, agents and representatives, make or cause to be made a detailed review of the business and financial condition of Parent, and make or cause to be made such investigation as it deems necessary or advisable of the properties, assets, businesses, books and records of Parent. Parent agrees to furnish such assistance as Target reasonably may request in conducting such review and investigation and will provide, and will cause its independent public accountants to provide, Target and its employees, agents and representatives full access to all books, records (including tax returns filed or in preparation), personnel and premises of Parent and the work papers and other records of its independent public accountants and shall provide to Target such other information concerning the business of Parent as Target reasonably may request. Any such review described in this section shall be undertaken during normal business hours following reasonable notice to Parent.
Access to Records and Properties. For so long as any New Debentures remain outstanding, the Company shall afford to each Purchaser and its Representatives, during normal business hours upon 3 Business Days advance notice, the right to (i) visit and inspect the assets and properties of the Company, (ii) examine upon reasonable advance notice, the books of accounts and records of the Company and (iii) make copies of such records and permit such Persons to discuss all aspects of the Company with any officers, employees or Accountants of the Company; provided, however, that such investigation shall not unreasonably interfere with the operations of the Company. The Company will instruct the Accountants to discuss such aspects of the financial condition of the Company with each Purchaser and its Representatives as may reasonably request, and to permit each Purchaser and its Representatives to inspect, copy and make extracts from such financial statements, analyses, work papers and other documents and information (including electronically stored documents and information) prepared by the Accountants with respect to the Company as may reasonably request. All costs and expenses incurred by each Purchaser and its Representatives in connection with exercising such rights of access shall be borne by each Purchaser, and all out-of-pocket costs and expenses incurred by the Company in complying with any extraordinary requests by each Purchaser and its Representatives in connection with exercising such access rights shall be borne by each Purchaser.
Access to Records and Properties. The Recipient shall, during normal business hours and with reasonable prior notice, provide the Provider with access to its books and records pertaining to in the case Newco is the Recipient, the Echo Business, and in the case Xxxxxxx is the Recipient, the Xxxxxxx Business, solely for the purposes of the Provider’s provision of the Services and solely to the extent necessary for the Provider to provide the Services. The Recipient shall also provide the Provider with physical access to computer and communications equipment at the applicable facilities in order to maintain or service such equipment and associated software, including such access for a reasonable time following the termination of this Agreement, in each case, to the extent reasonably necessary for the provision of the Services.
Access to Records and Properties. Except to the extent limited by agreement with third parties, between the date of this Agreement and the Closing Date, Frontier, Esenjay and Aspect shall give each other full access to all their respective premises, properties and books and records and will cause their respective employees, agents and representatives to furnish financial and operating data and other information with respect to each other party as the other from time to time reasonably requests; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the providing parties business. Any such furnishing of such information to the parties or any investigation by the parties, shall not affect each party's right to rely on any representations and warranties made in this Agreement. Except as required by law, all information furnished pursuant hereto shall not be disclosed and shall be kept confidential from all third parties unless the party who furnished such information consents in writing to the disclosure of all or part of such information. In the event of any termination of this Agreement, each party will return all documents, work papers and other materials (including all copies thereof) obtained pursuant hereto and in connection with the Exchange, and for a period of one year after such termination (i) will use all reasonable efforts to keep confidential any information obtained pursuant to this Agreement, except to the extent required by law or unless such information is readily ascertainable from public or published information or trade sources, and (ii) will not use any of the information obtained in connection with the Exchange, except in connection therewith.
Access to Records and Properties. Sellers shall (i) provide Purchaser and its Related Persons reasonable access, upon reasonable notice and during normal business hours, to the Facilities, offices and personnel of Sellers and to the books and records of Sellers, related to the Business or the Acquired Assets as reasonably requested by Purchaser if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or any applicable Law; (ii) furnish Purchaser with such financial and operating data and other information with respect to the condition (financial or otherwise), businesses, assets, properties or operations of Sellers related to the Business as Purchaser shall reasonably request; and (iii) permit Purchaser to make such reasonable inspections and copies thereof as Purchaser may require; provided, however, that (A) any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of Sellers or the duties of any Employee, (B) such access or information shall not, based on advice of counsel to the Sellers, result in the waiver of any attorney-client privilege and (C) neither Purchaser nor any of its Related Persons shall conduct or cause any invasive sampling or testing with respect to the Owned Real Property or the Leased Real Property without the prior written consent of Sellers (in their sole discretion).
Access to Records and Properties. Subject to requirements of confidentiality imposed by contract or by law, the Company will (a) make available to Purchaser and its accountants, counsel and other representatives, access during normal business hours to the properties, books and records of the Company, and will allow the Company's officers and representatives to be available to Purchaser for consultation, and (b) furnish Purchaser with copies of all such contracts, books and records, and other existing documents and data relating to the Company, any Subsidiary or the Assets as Purchaser may reasonably request, and (c) furnish Purchaser with such additional financial, operating, and other data and information relating to the Company, any Subsidiary or the Assets as Purchaser may reasonably request.
Access to Records and Properties. OF EACH PARTY; CONFIDENTIALITY. From and after the date hereof until the Effective Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the "Executory Period"), the Company shall afford: (i) to the officers, independent certified public accountants, counsel and other representatives of Parent and Acquisition Sub, free and full access at all reasonable times upon reasonable notice to all properties, books and records (including tax returns filed and those in preparation) of the Company, in order that Parent and Acquisition Sub may have a full opportunity to make such investigations as they shall reasonably desire to make of the business and affairs of the Company; and (ii) to the independent certified public accountants of Parent or Acquisition Sub, free and full access at all reasonable times upon reasonable notice to the work papers of the independent certified public accountants of the Company. Additionally, the Company will permit Parent and Acquisition Sub to make such reasonable inspections of the Company and its operations during normal business hours upon reasonable notice as Parent or Acquisition Sub may reasonably require and the Company will cause its officers to furnish to Parent and Acquisition Sub such additional financial and operating data and other information relating to the business and properties of the Company as Parent or Acquisition Sub shall from time to time reasonably request. No investigation pursuant to this Section 5.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties of the Company or the Stockholder.
