Common use of Access to Records and Properties Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ivillage Inc)

AutoNDA by SimpleDocs

Access to Records and Properties. OF EACH PARTYof Each Party; CONFIDENTIALITYConfidentiality. From and after the date hereof until the Effective Time or the earlier termination of this the Agreement pursuant to Section 9.1 13.1 hereof (the "?Executory Period"?), the Company shall afford: (i) to the officers, independent certified public accountants, counsel and other representatives of the Parent and or 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 CompanyCompany provided that such activities shall not interfere with the Company?s normal operations, in order that the 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 the Parent and Acquisition Sub to make such reasonable inspections of the Company and its respective operations during normal business hours hours, upon reasonable notice notice, as the Parent or and Acquisition Sub may reasonably require and the Company will cause its officers to furnish to the Parent and Acquisition Sub Sub, such additional financial and operating data and other information relating as to the business and properties of the Company as the Parent or and Acquisition Sub shall from time to time reasonably requestrequest (it being understood that, subject to the terms of the Non Disclosure Agreement dated September 20, 2000 by and between the Parent and the Company, to which agreement the Acquisition Sub declares itself bound, Parent and Acquisition Sub shall be entitled to make copies of such information and take notes with respect thereto). No investigation pursuant to this Section 5.16.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties of made in the Company or the StockholderAgreement.

Appears in 1 contract

Samples: Agreement of Merger (Micronetics Wireless Inc)

Access to Records and Properties. OF EACH PARTY; CONFIDENTIALITY. From and after the date hereof until the Effective Time Date or the earlier termination of this Agreement pursuant to Section 9.1 14.1 hereof (the "Executory Period"), the Company shall afford: (i) to the officers, independent certified public accountants, counsel and other representatives of Parent and or 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 provided that such activities shall not interfere with Company's normal operations, 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 respective operations during normal business hours hours, upon reasonable notice notice, as Parent or and Acquisition Sub may reasonably require and the Company will cause its officers to furnish to Parent and Acquisition Sub Sub, such additional financial and operating data and other information relating as to the business and properties of the Company as Parent or and Acquisition Sub shall from time to time reasonably requestrequest (it being understood that, subject to the terms of the Confidentiality Agreement, Parent and Acquisition Sub shall be entitled to make copies of such information and take notes with respect thereto). No investigation pursuant to this Section 5.17.1, 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 Stockholdermade in this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Chem International Inc)

AutoNDA by SimpleDocs

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 StockholderStockholders.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ivillage Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.