Access to Records and Properties of Seller. Between the date of this Agreement and Closing, Seller agrees, subject to Section 8.2, to give Purchaser and its representatives full access at all reasonable times to the Assets and to the Records for inspection and copying at Purchaser’s expense at Seller’s office in Denver, Colorado. To the extent records are kept or maintained by Seller in other locations, Seller agrees to make same available at such other locations.
Access to Records and Properties of Seller. From and after the Execution Date until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled access to any materials containing information in respect of any items excluded from the definition of Intangible Property under Section 1.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. The Sellers shall use their reasonable good faith efforts to provide such financial information of Seller that Buyer requests to the extent such information exists. Seller shall permit Buyer to contact employees and take other steps necessary to achieve a smooth transition.
Access to Records and Properties of Seller. Between the date of this Agreement and Closing, Seller agrees, subject to Section 8.2, to give Purchaser and its representatives full access at all reasonable times to the Assets and to the Records for inspection and copying at Purchaser’s expense at Seller’s office in Houston, Texas or Denver, Colorado. To the extent records are kept or maintained by Seller in other locations, Seller agrees to make same available at such other locations.
Access to Records and Properties of Seller. Between the date of this Agreement and the Closing Date, Seller agrees to give to Purchaser or any agent of Purchaser full access to all its premises and books and records and to cause its officers to furnish Purchaser with such financial and operating data and other information with respect to the Business as Purchaser shall from time to time reasonably request; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of Seller.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall afford to Buyer and Buyer's officers, accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Assets and all records pertaining to the Assets or the Acquired Stores. Debtor acknowledges that Buyer intends to conduct "phase two" environmental testing with respect to the Debtor's stores that are located in the state of Michigan and are listed in EXHIBIT A-8 hereto and identified as "DM Locations" in such EXHIBIT A-8. In addition, Buyer intends to conduct "phase two" environmental testing at locations in Michigan at which Restructure Marketing Petroleum Services, Inc. ("RPMS") owns the relevant underground storage tanks systems and related equipment, and which are identified as "RPMS Locations" in EXHIBIT A-8 hereto. No such "phase two testing" shall be performed at any RPMS Location unless RPMS consents to such "phase two testing". In connection with any such "phase two testing", Debtor will authorize sampling and analysis of soil, surface water, ground water and other media reasonably proposed by Buyer, pursuant to protocols, and at times and locations, reasonably acceptable to Debtor. The results of such testing shall be provided to Debtor and Debtor shall have the sole responsibility for reporting or disclosing such results to environmental regulatory agencies, if required by law. In connection with any such "phase two testing", Debtor will authorize such testing and cooperate with Buyer so that such testing may be conducted in a manner that will allow Buyer to promptly complete such testing and minimize any disruption of Debtor's operation of such stores. Buyer shall be entitled to access to employee personnel files including payroll and benefit enrollment information, other than with regard to any employees Buyer does not intend to hire. Buyer expressly acknowledges that nothing in this Section is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Assets and all records pertaining to the Assets. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein. Until the Closing Date, Buyer agrees that it shall use its commercially reasonable efforts to cause its officers, employees, attorneys, consultants, advisors and agents as well as its successors and assigns, to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law and after written notice to Seller, or its assigns and successors, all information relating to the Property in its possession and will not release or disclose such information to any other person, except to its attorneys, financial advisors and other consultants, agents and advisors; PROVIDED, HOWEVER, that the foregoing obligations shall not apply to any such information (i) that is already known to Buyer (other than as a result of being acquired from Seller on a confidential basis or from others not bound by a duty of confidentiality or which becomes publicly available through no fault of Buyer, (ii) the furnishing or use of which is required by, or necessary in connection with, legal proceedings.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing information in respect of any items excluded from the Intangible Property under Section 1.1.4. Buyer shall have the right, at its own cost, to conduct an environmental inspection of the Facilities of Seller as provided in Section 8.3 below to enable Buyer to make the decision with respect to such Facilities as provided in Section 1.1.2. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, free and full access at all reasonable times to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein, provided Seller is in material compliance with the provisions of this Section 8.1.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall afford to Buyer's officers, independent public accountants, counsel, lenders, consultants, engineers, and other representatives, free and full access at all reasonable times to the Property, all records pertaining to the Property or the Business, and to the personnel of Seller (including officers, employees, and independent accountants but not including outside directors); provided that requests to visit the Property or to speak with employees shall be coordinated through senior management so as not unduly impose on the operation of the Business. Buyer, however, shall not be entitled to access to any materials containing (a) Privileged Information, or (b) communications or information about former employees. Buyer shall be entitled to receive communications and information with respect to current employees, but Buyer agrees to indemnify Seller and its officers, directors, employees, and agents, and hold Seller and such other parties harmless from all claims, demands, liabilities, and causes of action arising from Seller's disclosure to Buyer of information regarding current employees. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.
