Access to the Company. At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the valid termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall afford Newco and its Representatives (i) reasonable access, during normal business hours and after reasonable advance notice, to all assets, properties, books and records and personnel of the Company and its Subsidiaries as Newco may reasonably request; provided, however, that notwithstanding the foregoing, the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (b) access to such documents would be in violation of the HSR Act, Xxxxxxx Act, or any applicable non-U.S. antitrust or competition laws; (c) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (d) access to a Contract to which the Company or any of its Subsidiaries is a party or otherwise bound would violate or cause a default pursuant to, or give a third Person the right terminate or accelerate the rights pursuant to, such Contract; (e) access would result in the disclosure of any trade secrets of third Persons; or (f) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Newco and its Affiliates, on the other hand, and (ii) to the extent available and prepared in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company and its Subsidiaries, including statements of financial condition, results of operations and statements of cash flow. Nothing in this Section 7.5 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, statements, analyses, appraisals, opinions or other information not otherwise prepared in the ordinary course of business. Any investigation conducted pursuant to the access contemplated by this Section 7.5 will be...
Access to the Company. Prior to the Closing Date, Purchaser shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, properties, business and operations of the Company as Purchaser may reasonably request, provided that any such investigation shall be conducted at reasonable times, on reasonable prior notice, and under reasonable circumstances.
Access to the Company. The Company shall afford the Purchasers and their representatives reasonable access, upon reasonable prior notice and at such scheduled times and places during normal business hours as shall be reasonably approved by the Company (but without any interference with the business operations of the Company), to the books, records, properties and facilities of the Company.
Access to the Company. The Company shall afford to Parent and its officers, directors, agents and counsel access at times and upon conditions reasonably convenient to the Company and make available all properties, books, records, contracts and documents of the Company, and an opportunity to make such investigations as it shall reasonably desire to make of the Company; and the Company shall furnish or cause to be furnished to Parent and its authorized representatives all such information with respect to the business and affairs of the Company as Parent and its authorized representatives may request and make the officers, directors, employees, auditors and counsel of the Company available for consultation and permit access to other third parties reasonably requested for verification of any information so obtained.
Access to the Company. The Company shall (a) give to Each of Groupco and to Each of Groupco's counsel, accountants and other representatives reasonable access, during normal business hours, throughout the period prior to the Closing Date, to all of the books, contracts, commitments and other records of the Company and shall furnish Each of Groupco during such period with all information concerning the Company that Each of Groupco may reasonably request; and (b) afford to Each of Groupco and to Each of Groupco's representatives, agents, employees and independent contractors reasonable access, during normal business hours, to the properties of the Company in order to conduct inspections at Each of Groupco's expense to determine that the Company is operating in compliance with all applicable federal, state, local and foreign statutes, rules and regulations, and all material building, fire and zoning laws or regulations and that the assets of the Company are substantially in the condition and of the capacities represented and warranted in this Agreement; provided, however, that in every instance described in (a) and (b), Each of Groupco shall make arrangements with the Company reasonably in advance and shall use its best efforts to avoid interruption and to minimize interference with the normal business and operations of the Company. Any such investigation or inspection by Each of Groupco shall not be deemed a waiver of, or otherwise limit, the representations, warranties or covenants of the Company contained herein.
Access to the Company. For the sole purpose of permitting the Seller to ascertain the correctness of the representations and warranties of the Company herein, upon reasonable notice and subject to applicable Laws relating to the exchange of information, the Company shall afford the Seller and the Seller’s officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Effective Time to the books, records (including Tax Returns and work papers of independent auditors), properties, personnel and to such other information as the Seller may reasonably request and, during such period, the Company shall furnish promptly to the Seller (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking Laws, and (ii) all other information concerning the business, properties and personnel of it as the Seller may reasonably request.
Access to the Company. The Company shall permit each Class A Member and its directors, officers, partners, employees, agents or representatives including attorneys, accountants, partners, experts and consultants (collectively, “Representatives”) (i) to visit the office, properties and other facilities of the Company and its Subsidiaries, (ii) to examine and review the financial records and books of account of the Company and its Subsidiaries, and (iii) to meet with key employees of the Company and its Subsidiaries, each during normal or extended business hours and upon reasonable advance notice (provided that 24 hours should be deemed reasonable advance notice), for a purpose reasonably related to its interest as a Member; provided, that each Class A Member’s Representatives must be obligated to keep all Confidential Information strictly confidential in accordance with Section 11.14.
Access to the Company. Provided that the Closing Date precedes the Effective Date, from the Closing Date to the Effective Date, the Shareholders shall: (i) provide to Buyer (and its officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Representatives”)) access at reasonable times upon prior notice to the directors, officers, employees, agents, properties, offices and other facilities of the Company and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company as Buyer or its Representatives may reasonably request.
Access to the Company. The Company will forthwith make available to Purchaser and its authorized representatives and, if requested by Purchaser, provide a copy to Purchaser of, all title documents, Contracts, Authorizations, financial statements, Constating Documents, minute books, share registers, plans, reports, licences, orders, permits, books of account, accounting records and all other documents, information or data relating to the Company and the Company Business. The Company will afford Purchaser and its authorized representatives every reasonable opportunity to have access during normal business hours to the Company Business and the property, assets, undertaking, records and documents of the Company. At the request of Purchaser, the Company will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Company Business and any property of the Company or to enable Purchaser or its authorized representatives to obtain full access to all files and records relating to the Company and any of the assets of the Company maintained by Governmental Authorities. At Purchaser’s request, the Company will co-operate with Purchaser in arranging any such meetings as Purchaser should reasonably request with:
Access to the Company. Forthwith upon the execution of this Agreement and the payment of the Deposit, the Vendors shall cause the Company to afford to the Purchaser and its authorized representatives reasonable access, at times to be agreed upon by the Purchaser and the Vendors, to the hotel with any appraisers required for financing or with the Purchaser’s contractors and/or architect. The Vendors will, at mutually agreeable times provide the Purchaser and its representatives access to the books and records of the Company and the Business. At the request of the Purchaser, the Vendors shall cause the Company to execute any consents, authorizations and directions as may be necessary to obtain full access to all files and records relating to any of the Business, any of the Business Assets or the Company maintained by governmental or other public authorities in all appropriate jurisdictions.
