Access to the Business Sample Clauses

Access to the Business. The Seller hereby acknowledges that the Purchaser and its Representatives (collectively, the “Purchaser Group”) may continue their due diligence investigation of the business, operations and affairs of the Business through and until the First Closing Date. The Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, during normal business hours and at other reasonable times, to the sales records (for 2004, 2005, 2006 and 2007 year-to-date), current personnel records, and Stores and other facilities of the Business, in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. Upon Purchaser’s request, Seller shall provide interim financial statements to include the period from most recent period covered by Section 5.7 to the date of such request, but not later than the First Closing Date; provided, however, Seller shall have fifteen (15) Business Days following receipt of Purchaser’s request in which to deliver such financial statements. The Seller shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Seller shall use commercially reasonable efforts to assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. Except as provided in Section 7.7 and Section 7.8 or as otherwise provided in this Agreement, none of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release the Seller from the representations and warranties made by it in this Agreement, subject to limitations contained herein, including but not limited to Section 12.4(a). Commencing on the day following the date of this Agreement, subject to Sections 7.7 and 7.8 below, Purchaser and its Representatives shall be allowed to make such environmental and other engineering investigations as Purchaser shall deem appropriate; provided, however, that the Person conducting such activities by or on behalf of Purchaser shall use its best efforts to minimize any damage to the Real Property and interference with business operations on the Real Property; provided further, Purchaser shall ...

Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use reasonable efforts to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5. 1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.

Access to the Business. (a) From and after the date of this Agreement until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with Article IX, upon reasonable advance notice and subject to applicable Law, Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, afford to Buyer, its Affiliates and its officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) (“Representatives”) reasonable access during normal business hours, to all of the properties, books, Contracts, commitments, records, officers and employees concerning the Business and the Purchased Assets, including the right to inspect such properties and make copies of such records, and, during such period Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, furnish to Buyer all other information concerning the Business and the Purchased Assets as Buyer may reasonably request; provided that Seller may restrict the foregoing access and the disclosure of information to the extent that, in its good faith judgment, (i) any Law applicable to Seller, Tribune or any of their respective Subsidiaries requires it to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such information or document could result in the loss of attorney-client privilege or (iv) such access would unreasonably disrupt the operations of the Business. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) With respect to the information disclosed pursuant to Section 5.5(a), Buyer shall comply with, and shall cause its Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of January 11, 2019 (the “Confidentiality Agreement”), by and between Seller, Tribune and The X.X. Xxxxxxx Company, which agreement shall remain in full force and effect in accordance with its terms.

Access to the Business. MOB will 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, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to MOB and the Business. The Vendors will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of MOB. At the request of the Purchaser, the Vendors will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of MOB or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of MOB maintained by governmental or other public authorities. At the Purchaser’s request, the Vendors will co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (a) all employees and consultants of MOB; (b) customers, suppliers, distributors or others who have a business relationship with MOB; and (c) auditors/accountants, solicitors or any other persons engaged or previously engaged to provide services to MOB who have knowledge of matters relating to the Business. In particular, without limitation, the Vendors will permit the Purchaser’s representatives or consultants to conduct such physical review of the inventory of MOB as is reasonably necessary so as to enable the confirmation of the condition of such inventory, to the reasonable satisfaction of the Purchaser. In exercising its rights hereunder the Purchaser will use its reasonable commercial efforts to avoid interfering with the Business to the extent reasonably practical and only to the extent that the exercise of such rights by the Purchaser is consistent with the Purchaser’s need to complete its due diligence review of MOB.

Access to the Business. Sellers shall afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants and attorneys) reasonable access during normal business hours to the offices, properties, Employees and business and financial records of the Sellers to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Purchased Assets, the Business and the operations of Sellers as shall be reasonably requested, including all such information as shall be necessary to enable Buyer or its representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Sellers contained in this Agreement have been complied with, and to determine whether the conditions set forth in Article XI have been satisfied. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Sellers. No investigation made by Buyer or its representatives hereunder shall affect the representations and warranties of Sellers hereunder. Buyer expressly acknowledges that any information it receives pursuant to this Section 8.1 is subject to the confidentiality provisions set forth in Section 13.2.

Access to the Business. (i) Sellers and Shareholder shall, from the date hereof up to and including the Closing Date, permit Buyer and Buyer's attorneys, accountants, agents and representatives full access to the books, records, business and assets of Sellers and Shareholder with respect to the Business at any reasonable time and in any reasonable manner on reasonable advance notice and in a manner that does not interrupt Seller's business. Buyer shall have the right to meet with customers and suppliers of Shareholder and Sellers with respect to the Business and Sellers and Shareholder will give Buyer full cooperation with respect thereto. Buyer will cooperate and consult with Seller and Shareholder in arranging any meetings with such customers and suppliers.

Access to the Business. From the date hereof through the Closing Date, the Sellers shall, and shall cause the Company to, permit the Purchaser and its employees, advisors and other representatives reasonable access to the Company Assets and the business of the Company, including the books and records of the Company. During this period the Sellers shall cause the officers, employees, and advisors of the Company to furnish promptly to the Purchaser such financial and operating information as the Purchaser may request, including copies of any requested documents.

Access to the Business. The Sellers will permit representatives of the Buyer (including Buyer's independent accountants) to have access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Business to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Business.

Access to the Business. Prior to the Closing Date, Purchaser shall use reasonable efforts to cause the Company to permit Seller and its representatives, agents, counsel and accountants, to have full access at all reasonable times to the premises, business, properties, assets, financial statements, contracts, books, records and working papers of, and other relevant information pertaining to the Company and to cause the Company's officers and employees to furnish to Seller and its representatives, agents, counsel and accountants, such financial and operating data and other information with respect to the Company as Seller may reasonably request. Prior to the Closing Date, Seller shall use reasonable efforts to cause the Company to permit Purchaser and its representatives, agents, counsel and accountants, to have full access at all reasonable times to the premises, business, properties, assets, financial statements, contracts, books, records and working papers of, and other relevant information pertaining to the Company and to use reasonable efforts to cause the Company's officers and employees to furnish to Purchaser and its representatives, agents, counsel and accountants, such financial and operating data and other information with respect to the Company as Purchasers may reasonably request.

Access to the Business. 5.2.1 Throughout the Pre-Closing Period, the Seller shall afford, and shall procure that each of the Business Sellers gives, provided the Purchaser is in compliance with its obligations under this Agreement, the Purchaser and its Representatives, upon reasonable notice, reasonable access during normal business hours to (i) the premises where the Business Assets are located and allow them to inspect the Business Assets and (ii) all other information concerning the Business or the Business Assets as the Purchaser may reasonably request. The Purchaser acknowledges and agrees that any information provided to it or any of its Representatives pursuant to this Clause 5.2.1 is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. 5.2.2 Subject to compliance with applicable Law, during the Pre-Closing Period, the Seller shall confer from time to time as requested by the Purchaser with one or more Representatives of the Purchaser to discuss any material changes or developments in the operational matters of the Business. 5.2.3 The obligation of the Seller under this Clause 5.2 shall be subject to the right of the relevant Business Seller to refuse access to the Business Assets on the grounds that access: (a) would be contrary to any applicable Law; (b) would cause undue disruption to its business activities or the management thereof; or (c) would in the opinion of the management of the relevant Business Seller involve issues of commercial sensitivity and confidentiality such that access could materially damage the value or competitiveness of the operations of any member of the Seller’s Group.