Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all the facilities, offices and personnel of Sellers and the Joint Ventures and to all of the books and records of Sellers and the Joint Ventures; (ii) cause Sellers' and the Joint Ventures' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), business, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(i); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at Buyer's expense, Sellers shall (I) consistent with their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their customers and suppliers and the opportunity to make cooperative and investigative sales calls on their customers; (II) provide Buyer and its Related Persons office space at their facilities and access to such office space at all times; and (III) permit Buyer and its Related Persons to talk to any employees as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession of any such information.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Bethlehem Steel Corp /De/), Asset Purchase Agreement (International Steel Group Inc)
Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), businessbusinesses, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all the facilities, offices and personnel of Sellers and the Joint Ventures and to all of the books and records of Sellers Sellers, including, without limitation, to perform field examinations and the Joint Venturesinspections of Sellers' inventories and other properties; (ii) cause Sellers' and the Joint Ventures' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), businessbusinesses, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(i7.2(h); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured partiesSellers. In addition, at Buyer's expense, Sellers shall (Ii) consistent with their its anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their its customers and suppliers and the opportunity to make cooperative and investigative sales calls on their its customers; (IIii) provide Buyer and its Related Persons office space at their its facilities and access to such office space at all times; and (IIIiii) permit Buyer and its Related Persons to talk to the employees of any employees Seller as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' business respective businesses and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession of any such information.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Weirton Steel Corp), Asset Purchase Agreement (International Steel Group Inc)
Access to Records and Properties. Buyer shall be entitledFrom the date hereof through the Closing Date, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide each Seller will give Buyer and its Related Persons full representatives and complete agents reasonable access at any reasonable time to all the facilities, offices and personnel of Sellers and the Joint Ventures and to all of the its respective books and records of Sellers and relating to such Seller and, as applicable, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, the Manufacturing Facility and the Joint Ventures; (ii) Assets at such times as may be mutually agreed upon by Buyers and Sellers, and will cause Sellers' the respective officers and the Joint Ventures' respective Related Persons employees of such Seller to furnish Buyer with to Buyers such financial and operating data and other information or documents with respect to, as applicable, the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, the Manufacturing Facility and the Assets as Buyers shall from time to time reasonably request. In addition, Buyers, at their sole cost and expense, shall have the right to make such surveys, environmental and other tests, inspections and examinations of the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office, the Manufacturing Facility and any other Assets as any of them deems advisable (collectively, the "Inspections"), and, for such purposes, Buyers, their employees, agents, representatives, consultants or engineers may enter upon the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office and the Manufacturing Facility and do all things reasonably necessary in connection therewith at such times as shall be mutually agreed upon by Buyers and each of Sellers; provided, however Buyers shall use reasonable efforts not to disrupt each Sellers' respective business. Sellers shall inform Buyers of any condition at the Stores, the Warehouses, the Distribution Center, the Other Warehouses, the Office and the Manufacturing Facility which could reasonably be expected to create a risk to or endanger the health or safety of any employee, agent, consultant, representative or engineer of Buyers who enter any of these properties in connection with the Inspections, prior to entering any of these properties. In connection with any Inspections, Buyers shall obtain at their sole cost and expense all permits and licenses required in connection with the performance of such work, and shall repair any damages caused by any Inspections. Buyers hereby agree to indemnify Sellers for all injuries and damages to persons or property caused exclusively by any such Inspections, and for the cost of removing all mechanics' or materialmen's liens on the inspected property resulting exclusively from such Inspections ordered by Buyers. If this Agreement is terminated, Sellers and HMC and Buyers and their respective representatives and agents will each return to the condition other all documents, work papers and other material (financial including all copies made thereof) obtained from the other at any time in connection with the transactions contemplated hereby and will use all reasonable efforts to keep confidential any such information so obtained unless: (i) such information is readily ascertainable from published information or otherwise), business, assets, properties or operations trade sources; (ii) such information is provided Buyers by a third party who has obtained such information other than as Buyer shall reasonably requesta result of a breach of this Agreement; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required such information is independently developed by the Title Company to issue the title insurance contemplated by Section 7.2(i)Buyers; and or (iv) permit Buyer such information is disclosed to make such inspections a tribunal or agency in response to an order, oral questions, interrogatories, requests for information or documents, subpoena, civil, criminal or administrative investigation demand or similar process, provided that Empresas or Manufacturera, as applicable, give Sellers and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources HMC prompt notice of any such contaminationrequest, so that Sellers and HMC may seek an appropriate protective order. Notwithstanding anything to the contrary provided for in this Agreement, Buyers are hereby authorized to disclose to their lawyers, accountants, consultants and prospective lenders any findings obtained in connection with the Inspections or the due diligence to be performed by Buyers in connection with the transactions contemplated by this Agreement; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts Buyers agree to prevent any inform such investigation from unreasonably interfering with the operation persons of the businesses of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out confidential nature of such matter information and (y) prior shall direct such persons to treat such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at Buyer's expense, Sellers shall (I) consistent with their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their customers and suppliers and the opportunity to make cooperative and investigative sales calls on their customers; (II) provide Buyer and its Related Persons office space at their facilities and access to such office space at all times; and (III) permit Buyer and its Related Persons to talk to any employees as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession of any such informationconfidentially.
Appears in 1 contract
Samples: Agreement of Sale (Heilig Meyers Co)
Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation Between the date of the condition (financial or otherwise), business, assets, properties or operations of Sellers this -------------------------------- Agreement and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all Closing Date, the facilities, offices and personnel of Sellers Companies and the Joint Ventures and Shareholders shall give to all of Purchaser such access to the premises, books and records of Sellers the Companies and the Joint Ventures; (ii) Shareholders and shall cause Sellers' the officers and employees of the Joint Ventures' respective Related Persons Companies to furnish Buyer with such financial and operating data and other information as Purchaser may from time to time reasonably request. Purchaser agrees to refrain from conducting any on-site due diligence at the Stores and from contacting employees of the Companies without the Shareholders' prior consent which shall not be unreasonably withheld. Pending the Closing, all of such information not in the public domain shall be maintained confidentially by Purchaser and not used for any purpose other than in connection with respect the transactions contemplated hereby. From and after the Closing Date, the Shareholders and NCCI shall give to Purchaser free and unrestricted access to the condition (financial books, files and records of the Shareholders and NCCI relating to the operations of the Companies relating to the Stores for the periods prior to and including the Closing Date retained by the Shareholders or otherwise)NCCI, businessif any, assetsand Purchaser shall give to the Shareholders and NCCI free and unrestricted access to the books, properties or files and records transferred to Purchaser's control relating to the business and operations of the Companies prior to the Closing, as Buyer the other shall from time to time reasonably request; . Prior to the destroying or disposing of such books, files and records, the Shareholders/NCCI and Purchaser shall give thirty (iii30) provide Buyer days' notice to the other of the intended destruction or disposition, and the Title Company with all customary documentsother, certificates and instruments required by at its option, shall have the Title Company right to issue take possession of the title insurance contemplated by Section 7.2(i); and (iv) permit Buyer same or to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer same at their or its advisors and consultants may deem reasonably necessary expense. Any investigation or appropriate and access pursuant to conduct sampling and analysis of environmental media this Section 7.1 shall be conducted in such manner as not to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from interfere unreasonably interfering with the operation of the businesses business of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at Buyer's expense, Sellers shall (I) consistent with their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their customers and suppliers and the opportunity to make cooperative and investigative sales calls on their customers; (II) provide Buyer and its Related Persons office space at their facilities and access to such office space at all times; and (III) permit Buyer and its Related Persons to talk to any employees as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession of any such informationparty.
Appears in 1 contract
Access to Records and Properties. Buyer shall be entitledBetween the date of this Agreement and the Closing Date, at its expense, and the Sellers shall permit Buyergive to Purchaser such access to the premises, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all the facilities, offices and personnel of Sellers and the Joint Ventures and to all of the books and records of the Sellers and shall cause the Joint Ventures; (ii) cause Sellers' officers and employees of the Joint Ventures' respective Related Persons Company and CML to furnish Buyer with such financial and operating data and other information as Purchaser may from time to time reasonably request. Purchaser agrees to refrain from conducting any on-site due diligence at the Stores and from contacting employees of the Stores without Rubin's prior consent which shall not be unreasonably withheld. Pexxxxx xhe Closing, all of such information not in the public domain shall be maintained confidentially by Purchaser and not used for any purpose other than in connection with respect the transactions contemplated hereby. The financial information seized by the IRS from Sellers and currently in its possession shall not, for the purposes of this Agreement, be deemed to be in the public domain. From and after the Closing Date, the Sellers shall give to Purchaser free and unrestricted access to the condition (financial or otherwise)books, businessfiles and records of the Sellers relating to the operations of the Stores for the period prior to and including the Closing Date retained by the Sellers, assetsif any, properties or and Purchaser shall give to Rubin reasonable access to the books, files and records transferrex xx Purchaser's control relating to the business and operations of the Stores prior to the Closing, as Buyer Rubin shall from time to time reasonably request; . Prior to the desxxxxxng or disposing of such books, files and records, the Sellers and Purchaser shall give thirty (iii30) provide Buyer days' notice to the other of the intended destruction or disposition, and the Title Company with all customary documentsother, certificates and instruments required by at its option, shall have the Title Company right to issue take possession of the title insurance contemplated by Section 7.2(i); and (iv) permit Buyer same or to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer same at their or its advisors expense. Purchaser shall, after the Closing, provide Sellers reasonable access and consultants may deem reasonably necessary make available for copying relevant books and files and records regarding the Stores as Sellers need to defend any tax claim or appropriate and proceeding. Any investigation or access pursuant to conduct sampling and analysis of environmental media this Section 7.1 shall be conducted in such manner as not to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from interfere unreasonably interfering with the operation of the businesses business of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at Buyer's expense, Sellers shall (I) consistent with their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their customers and suppliers and the opportunity to make cooperative and investigative sales calls on their customers; (II) provide Buyer and its Related Persons office space at their facilities and access to such office space at all times; and (III) permit Buyer and its Related Persons to talk to any employees as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information of the Joint Ventures only to the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession of any such informationparty.
Appears in 1 contract
Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers Seller shall (i) provide Buyer and its Related Persons full and complete reasonable access at any upon reasonable time notice to all the facilities, offices and personnel of Sellers and the Joint Ventures Seller and to all of the books and records of Sellers Seller, related to the Business or the Acquired Assets or otherwise reasonably requested by Buyer if reasonably necessary to comply with the terms of this Agreement or the Ancillary Agreements or any applicable Law, including access to perform non-invasive field examinations and ordinary course inspections of the Joint Ventures; Business’ or the Acquired Assets’ inventories, facilities and equipment (specifically excluding subsurface investigations) and providing all information reasonably requested by Buyer with respect to any Contract, (ii) cause Sellers' from and after the date the Bid Procedures Order is issued by the Bankruptcy Court, permit Buyer to contact the manufacturers, suppliers, contractors, licensors, customers and others having business relations with the Business and, as reasonably requested by Buyer from time to time, use reasonable efforts to facilitate such contacts by Buyer, provided, that Buyer shall (A) provide Seller reasonable advance notice of, and the Joint Ventures' respective Related opportunity to participate with Buyer, regarding any contacts that relate to the Business or the Acquired Assets with the Persons specified on Schedule 6.1(b), provided, however, that Seller representatives who may participate in such meetings shall be limited to managers of Seller responsible for Seller’s relationship with the applicable Person listed on Schedule 6.1(b) or a representative of Xxxxxxx & Marsal, and shall in no event include current or former officers of Seller who are members of the Allens family, (B) use reasonable efforts to provide Seller with reasonable advance notice of any contacts that relate to the Business or the Acquired Assets with other Persons and (C) keep and provide to Seller, on a weekly basis, a log listing the date and participants of any such contact involving any discussions of substance relating to the Business or the Acquired Assets engaged in by a Buyer representative who has a title of Vice President of Sales or more senior title, (iii) furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), businessbusinesses, assets, properties properties, prospects or operations of Seller as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(i); and (iv) permit Buyer to make such reasonable inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at Buyer's expense, Sellers shall (I) consistent with their anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to their customers and suppliers and the opportunity to make cooperative and investigative sales calls on their customers; (II) provide Buyer and its Related Persons office space at their facilities and access to such office space at all times; and (III) permit Buyer and its Related Persons to talk to any employees as Buyer deems appropriate for the purpose of determining the suitability of such employees for employment by Buyer after the Closing Date; provided, however, that ISG and Buyer shall use reasonable efforts to prevent any such conversations inspection from unreasonably interfering with the operations of Sellers' business and such employee's duties with Sellers. Notwithstanding the foregoing, Sellers shall provide access to any and all assets and information operation of the Joint Ventures only to Business or the extent that Sellers are permitted to do so by the Joint Ventures and only to the extent that Sellers have possession duties of any such informationemployee of Seller.
Appears in 1 contract
