Common use of Access to the Corporation Clause in Contracts

Access to the Corporation. (a) The Vendors shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, or make available for the Purchaser's inspection, 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 the Corporation and the Business. (b) The Vendors and the Corporation shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Business and the property, assets, undertaking, records and documents of the Corporation at such times as agreed upon with the Vendors. (c) At the request of the Purchaser, the Vendors shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Business and any property of the Corporation 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 the Corporation maintained by governmental or other public authorities. (d) At the Purchaser's request, the Vendors shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (i) employees of the Corporation; (ii) customers, suppliers, distributors or others who have or have had a business relationship with the Corporation; and (iii) auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation who have knowledge of matters relating to the Corporation and the Business. (e) Without limiting the generality of the preceding provisions of this section, the Vendors shall permit the Purchaser's representatives or consultants to conduct all such testing and inspections in respect of environmental matters at the premises (the "Premises") which are the subject matter of the lease described in Schedule 5 (the "Lease"), subject to obtaining all necessary consents from the landlord under the Lease, as the Purchaser may determine, in its sole discretion, as may be required to satisfy the Purchaser in respect of such matters. The Purchaser shall be responsible, at its sole cost, for making all necessary repairs to the Premises necessitated as a result of such testing. (f) The exercise of any rights of inspection by or on behalf of the Purchaser under this section 6.1 shall not mitigate or otherwise affect the representations and warranties of the Vendors and the Corporation hereunder, which shall continue in full force and effect as provided in section 5.1, except to the extent that the Purchaser fails to advise the Vendors and the Corporation of its findings.

Access to the Corporation. (a) The Vendors Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, or make available for the Purchaser's inspection, 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 the Corporation and the Business. (b) , but nothing in this Article 6 requires the Corporation to provide to the Purchaser formulas relating to its Intellectual Property. The Vendors Vendor and the Corporation shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Business and the property, assets, undertaking, records and documents of the Corporation and, to facilitate the foregoing, the Corporation will permit a representative of the Purchaser with such free and unrestricted access to be present at such times as agreed upon with the Vendors. (c) offices of the Corporation from the date hereof to the Time of Closing. At the request of the Purchaser, the Vendors Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Business and any property of the Corporation or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to the Corporation and any of the assets of the Corporation maintained by governmental Governmental or other public authorities. (d) Regulatory Authorities. At the Purchaser's request, the Vendors Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (ia) employees of the Corporation; (iib) customers, suppliers, distributors or others who have or have had a business relationship with the Corporation; and (iiic) auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation who have knowledge of matters relating to the Corporation and the Business. (e) Without limiting the generality of the preceding provisions of this section. In particular, without limitation, the Vendors Vendor shall permit the Purchaser's representatives or consultants to conduct all such testing and inspections inspection in respect of environmental matters at the premises (the "Premises") which are the subject matter such locations of the lease described in Schedule 5 (the "Lease"), subject to obtaining all necessary consents from the landlord under the Lease, Business as the Purchaser may determine, in its sole discretion, as may be required to satisfy the Purchaser in respect of such matters. The Purchaser , and the Vendor shall be responsiblecause the Corporation to conduct, at its sole costand the Corporation shall conduct, for making all in co-operation with the representatives or consultants of the Purchaser, such physical review of the equipment of the Business as is necessary repairs so as to enable the confirmation of the values carried on the respective balance sheets of the Corporation in respect of such assets, to the Premises necessitated as a result reasonable satisfaction of such testing. (f) the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this section Section 6.1 shall not mitigate or otherwise affect the representations and warranties of the Vendors and the Corporation Vendor hereunder, which shall continue in full force and effect as provided in section Section 5.1, except to the extent that the Purchaser fails to advise the Vendors and the Corporation of its findings.

Access to the Corporation. (a) The Vendors shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, or make available for the Purchaser's inspection, all title documents, Contractscontracts, financial statements, minute books, share certificate books, share registers, plans, reports, licenceslicenses, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to each of the Corporation and the Business. (b) . The Vendors and the Corporation shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Business and the property, assets, undertaking, records and documents of the Corporation at such times as agreed upon with the Vendors. (c) Corporation. At the request of the Purchaser, the Vendors shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Business Business, and any property of the Corporation 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 the Corporation maintained by governmental or other public authorities. (d) . At the Purchaser's request, the Vendors shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (ia) employees of the Corporation; (iib) customers, suppliers, distributors or others who have or have had a business relationship with the Corporation; and (iiic) auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation who have knowledge of matters relating to the Corporation and the Business. (e) Without limiting the generality . provided that a representative of the preceding provisions of this sectionVendors shall be entitled to attend each such meeting. In particular, without limitation, the Vendors shall permit the Purchaser's representatives or consultants to conduct all such testing and inspections inspection in respect of environmental matters at the premises (the "Premises") which are the subject matter such location of the lease described in Schedule 5 (the "Lease"), subject to obtaining all necessary consents from the landlord under the Lease, Business as the Purchaser may determine, in its sole discretion, acting reasonably, as may be required to satisfy the Purchaser in respect of such matters. The Purchaser , and the Vendors shall be responsiblecause the Corporation to conduct, at its sole costand the Corporation shall conduct, for making all in co-operation with the representatives or consultants of the Purchaser, such physical review of the equipment of the Business as is necessary repairs so as to enable the confirmation of the values carried on the balance sheet of the Corporation in respect of such assets, to the Premises necessitated as a result reasonable satisfaction of such testing. (f) the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this section 6.1 3.01 shall not mitigate or otherwise affect the representations and warranties of the Vendors and the Corporation hereunder, which shall continue in full force and effect as provided in section 5.1, except to the extent that the Purchaser fails to advise the Vendors and the Corporation of its findingsherein.

Access to the Corporation. (a) The Vendors Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, or make available for the Purchaser's inspection, 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 document and all other documents, information or data relating to the Corporation or any of its subsidiaries and the Business. (b) . The Vendors Vendor and the Corporation or any of its subsidiaries shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Business and the property, assets, undertaking, records and documents of the Corporation at such times as agreed upon with the Vendors. (c) or any of its subsidiaries. At the request of the Purchaser, the Vendors Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Business and any property of the Corporation Corporation, or any of its subsidiaries, 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 the Corporation or any of its subsidiaries maintained by governmental or other public authorities. (d) . At the Purchaser's request, the Vendors Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (ia) employees of the CorporationCorporation or any of its subsidiaries; (iib) customers, suppliers, distributors or others who have or have had a business relationship with the CorporationCorporation or any of its subsidiaries; and (iiic) auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation or any of its subsidiaries who have knowledge of matters relating to the Corporation or any of its subsidiaries and the Business. (e) Without limiting the generality of the preceding provisions of this section. In particular, without limitation, the Vendors Vendor shall permit the Purchaser's representatives or consultants to conduct all such testing and inspections inspection in respect of environmental matters at the premises (the "Premises") which are the subject matter such locations of the lease described in Schedule 5 (the "Lease"), subject to obtaining all necessary consents from the landlord under the Lease, Business as the Purchaser may determine, in its sole discretion, as may be required to satisfy the Purchaser in respect of such matters. The Purchaser , and the Vendor shall be responsiblecause the Corporation or any of its subsidiaries to conduct, at and the Corporation or any of its sole costsubsidiaries shall conduct, for making all in co-operation with the representatives or consultants of the Purchaser, such physical review of the equipment of the Business as is necessary repairs so as to enable the confirmation of the values carried on the respective balance sheets of the Corporation in respect of such assets, to the Premises necessitated as a result reasonable satisfaction of such testing. (f) the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this section 6.1 shall not mitigate or otherwise affect the representations and warranties of the Vendors Vendor and the Corporation hereunder, which shall continue in full force and effect as provided in section 5.1, except to the extent that the Purchaser fails to advise the Vendors and the Corporation of its findings.

Access to the Corporation. (a) The Vendors shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of, or make available for the Purchaser's inspection, all title documents, Contractscontracts, financial statements, minute books, share certificate books, share registers, plans, reports, licenceslicenses, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to each of the Corporation and the Business. (b) . The Vendors and the Corporation shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Business and the property, assets, undertaking, records and documents of the Corporation at such times as agreed upon with the Vendors. (c) Corporation. At the request of the Purchaser, the Vendors shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Business Business, and any property of the Corporation 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 the Corporation maintained by governmental or other public authorities. (d) . At the Purchaser's request, the Vendors shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with: (ia) employees of the Corporation; (iib) customers, suppliers, distributors or others who have or have had a business relationship with the Corporation; and (iiic) auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation who have knowledge of matters relating to the Corporation and the Business. (e) Without limiting the generality of the preceding provisions of this section. In particular, without limitation, the Vendors shall permit the Purchaser's representatives or consultants to conduct all such testing and inspections inspection in respect of environmental matters at the premises (the "Premises") which are the subject matter such location of the lease described in Schedule 5 (the "Lease"), subject to obtaining all necessary consents from the landlord under the Lease, Business as the Purchaser may determine, in its sole discretion, acting reasonably, as may be required to satisfy the Purchaser in respect of such matters. The Purchaser , and the Vendors shall be responsiblecause the Corporation to conduct, at its sole costand the Corporation shall conduct, for making all in co-operation with the representatives or consultants of the Purchaser, such physical review of the equipment of the Business as is necessary repairs so as to enable the confirmation of the values carried on the respective balance sheets of the Corporation in respect of such assets, to the Premises necessitated as a result reasonable satisfaction of such testing. (f) the Purchaser. The exercise of any rights of inspection by or on behalf of the Purchaser under this section 6.1 3.01 shall not mitigate or otherwise affect the representations and warranties of the Vendors and the Corporation hereunder, which shall continue in full force and effect as provided in section 5.1, except to the extent that the Purchaser fails to advise the Vendors and the Corporation of its findingsherein.

Access to the Corporation. (a) The Vendors Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy (to the extent practical) to the Purchaser of, or make available for the Purchaser's inspection, all title documents, Contracts, financial statements, minute books, share certificate books, share registers, plans, reports, licenceslicenses, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the Corporation and the Business in its possession, or subject to its direction. Subject to the prior consent of the Vendor, which shall not unreasonably be withheld, and to Vendor's reasonable supervision as to timing and avoiding interference with the ongoing conduct of the Business. , and with Vendor's observation (b) The Vendors at Vendor's option), the Vendor and the Corporation shall afford the Purchaser and its authorized representatives every representatives, consultants and professionals reasonable opportunity to to: (a) have free and unrestricted full access to the Business and the property, assets, undertakingundertakings, records and documents of the Corporation so as to (i) review any aspect of the financial and business records of the Corporation, (ii) make any physical review of the assets of the Business as may be necessary to enable the confirmation of the values carried on the respective balance sheets of the Corporation for those assets, to the reasonable satisfaction of the Purchaser, and (iii) make any other survey, review, search or investigation of the business, resources and obligations of the Corporation as the Purchaser may determine to be necessary in its reasonable discretion; (b) conduct the inquiries, inspections, examinations, interviews and testing concerning environmental matters at such times any locations of the Business as agreed upon with the Vendors.Purchaser may determine, in sole reasonable discretion of Purchaser's environmental consultant, as may be required to satisfy the Purchaser concerning environmental matters; (c) fully inspect, examine and test the buildings and equipment of the Corporation in order to determine the condition thereof and compliance with applicable laws, rules, regulations and codes; (d) make any survey, inspection or measurements necessary for the preparation or updating of a certificate of location and land survey; At the reasonable request of the Purchaser, the Vendors Vendor shall execute or cause to be executed such those consents, authorizations and directions as may be necessary to permit any inspection of the Business and any property of the Corporation or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to the Corporation and any of the assets of the Corporation maintained by governmental or other public authorities. (d) . At the Purchaser's request, but subject to maintaining the Vendors confidentiality of the transactions contemplated by this Agreement until the closing hereunder has occurred, the Vendor shall co-operate with the Purchaser in arranging any such meetings as that the Purchaser should reasonably request with:with (which meetings shall be done in a manner reasonably calculated to avoid harm to the Business): (ia) employees of the Corporation; (iib) customers, suppliers, distributors or others who have or have had a business relationship with the Corporation; and (iiic) auditors, solicitors or any other persons engaged or previously engaged to provide services to the Corporation who have knowledge of matters relating to the Corporation and the Business. (e) Without limiting 1. Failure by the generality of the preceding provisions of Vendor to timely permit reasonable access and cooperation provided for in this section, the Vendors section shall permit the Purchaser's representatives or consultants to conduct all such testing and inspections in respect of environmental matters at the premises (the "Premises") which are the subject matter of the lease described in Schedule 5 (the "Lease"), subject to obtaining all necessary consents from the landlord under the Lease, as be cause for the Purchaser may determineto terminate this Agreement without liability on the part of either party, in its sole discretion, as may provided that the Purchaser shall be required to satisfy the Purchaser in respect of such matters. The Purchaser shall be responsible, at its sole cost, for making all necessary repairs repair any damage to the Premises necessitated as a result of such testing. (f) The exercise of any rights of inspection by or on behalf Immovable Property and equipment of the Purchaser under this section 6.1 shall not mitigate Corporation caused by any inspection or otherwise affect the representations and warranties of the Vendors and the Corporation hereunder, which shall continue in full force and effect as provided in section 5.1, except testing pursuant to the extent that the Purchaser fails to advise the Vendors and the Corporation of its findingsAgreement.