Buyer Access. 7.4.1 From and after the Effective Date and until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 6.3, Seller shall, and shall cause the Company and its other Affiliates to, (a) provide Buyer and its Representatives, accompanied by a Representative of Seller, reasonable access to the Real Property to inspect the Project, (b) provide Buyer, promptly upon receipt by Seller or Company, copies of all newly available material documents, reports, studies, contracts, permits, licenses, governmental approvals, specifications, data, other tangible or electronic items regarding the Project, and (c) make reasonably available to Buyer (at Buyer’s request) all consultants and advisors to Seller or Company who have performed or are performing work related to the Project. Seller shall, and shall cause Company to, use reasonable efforts to procure any and all consents required to disclose to Buyer, any additional due diligence materials becoming available during such period regarding the Project.
7.4.2 From and after the Effective Date and until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 6.3, Seller shall, and shall cause the Company and its other Affiliates to, provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Books and Records of Seller pertaining to the Project and any of the Project Assets, as well as all Books and Records of the Company; provided, however, that (a) such access does not unreasonably disrupt the normal operations of Seller or the Company, (b) any such access shall be conducted at Buyer’s expense and (c) Buyer shall not have access to any individual performance or evaluation records, medical histories or other information that in Seller’s reasonable judgment is privileged, sensitive or the disclosure of which would reasonably be expected to subject Seller, the Company or any Affiliate of Seller to risk of material liability. Xxxxx and Xxxxxx agree to conduct meetings as necessary in order to update one another as to on-going matters relating to the development of the Project.
7.4.3 In connection with the access rights granted under this Section 7.3, Xxxxx agrees to comply with all safety and security obligations of Seller and the Company that are disclosed to Buyer in advance of such access.
Buyer Access. Buyer may request access to Seller's Business documents prior to the Closing Date, including staffing documents, financial documents, marketing documents, or others. Seller shall allow Buyer or any of Buyer's agents to inspect any such documents at a reasonable time and place.
Buyer Access. The Borough shall provide the Buyer, at the Buyer’s sole cost, reasonable access to the Wastewater System from the Contract Date until the Closing Date for purposes including, but not limited to, examination of customer accounts, ordinances, deeds, contracts, maps, and plans; inspection and tests of equipment; and surveys of the real property comprising the Wastewater System and easements. The Buyer hereby agrees to indemnify and hold the Borough harmless from any and all claims, demands, suits, actions, damages, liabilities, or expenses with respect to or arising from the Buyer’s access to the Wastewater System during this period. The Buyer’s rights under this Section shall be exercised during normal business hours, with reasonable notice and shall not interfere with the Borough’s continuing operation of the Wastewater System. The Borough shall cooperate with the Buyer with respect to such access to ensure a smooth transition in ownership of the Wastewater System.
Buyer Access. Upon not less than 24 hours prior notice to Seller, Buyer will have access to the Property at all reasonable 47 times and Buyer, or Buyer’s designee, may enter the Property without interference or disturbing Seller’s possession of the 48 Property.. However, in the event of an emergency Buyer may enter the Property without notice to Seller.
Buyer Access. During the period from the Agreement Date and continuing until the Closing, Seller shall permit Buyer and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice, to the Purchased Assets and the Transferred Assets, subject to reasonable rules and regulations of Seller and any applicable Governmental Rules. Seller shall furnish to Buyer copies of Books and Records as Buyer shall from time to time reasonably request.
Buyer Access. Prior to the Closing, the Xxxxx-Xxxx Parties will (i) provide access to the Properties and the Records to Buyer and its representatives, for inspection and evaluation, and (ii) make available to Buyer for examination in a virtual data room or at the office of the Xxxxx-Xxxx Parties in Dallas, Texas, title and other records, books, files (including, without limitation, land, lease, title, title opinion, production, operations and regulatory files) and information relating to the Properties, insofar as the same are in possession or reasonable control of the Xxxxx-Xxxx Parties. The Xxxxx-Xxxx Parties will cooperate with Buyer in Buyer’s efforts to obtain, at Buyer’s sole expense, any additional information relating to the Properties that Buyer may consider useful in this transaction; provided, however, that the Xxxxx-Xxxx Parties make no assurances or representations herein to Buyer as to the completeness or accuracy of any of the records of the Xxxxx-Xxxx Parties made available to Buyer hereunder. Rather, Buyer should rely entirely on its own examination of the records of the Xxxxx-Xxxx Parties and its own independent due diligence and other investigations of the Properties, as well as on the representations, warranties and covenants of the Xxxxx Xxxx-Parties in this Agreement and the Exhibits and Schedules attached hereto. In the event the Xxxxx-Xxxx Parties advise Buyer that it will withhold or be unable to deliver any information as defined herein, the Xxxxx-Xxxx Parties will (a) identify to Buyer the general nature or type of information that is being withheld; and (b) use commercially reasonable efforts to obtain consents or approvals necessary to permit disclosure to Buyer, only insofar as the Xxxxx-Xxxx Parties may do so without violating legal constraints or any contractual prohibition, obligation, other confidentiality requirement, or other commitment of the Xxxxx-Xxxx Parties to a third party. Promptly after execution of this Agreement, the Xxxxx-Xxxx Parties will provide to Buyer for inspection any and all historical file information in the possession or control of the Xxxxx-Xxxx Parties regarding crude oil, produced water, or Hazardous Materials spilled or disposed of on or off-site of the Properties and the locations thereof; pits and pit closures; substance, materials or equipment burials; land farming; land spreading; underground injection; solid waste disposal sites; and environmental permits and Spill Prevention Control and Countermeasure Pl...
Buyer Access. Sellers shall (i), upon reasonable notice, give or ------------ cause the Stations to give Buyer and Buyer's counsel, accountants, engineers and other representatives, including environmental consultants, reasonable access during normal business hours to all of Sellers' properties, books, Contracts, Trade Agreements, reports and records including financial information and tax returns relating to the Stations, and to all real estate, buildings and equipment relating to the Stations, in order that Buyer may have full opportunity to make such investigation, including but not limited to, environmental assessments, as it desires of the affairs of the Stations, and (ii) furnish Buyer with information and copies of all documents and agreements including, but not limited to, financial and operating data and other information concerning the financial condition, results of operations and business of the Stations, that Buyer may reasonably request. The rights of Buyer under this Section shall not be exercised in such a manner as to interfere unreasonably with the business of the Stations.
Buyer Access. For the purposes of assisting the Buyer and its Representatives to understand the Business and to prepare for the transition to the Buyer's normal working procedures, the Sellers must procure that from the date of this agreement until Completion the Buyer and its Representatives are given full access to:
(a) the Assets, Properties and Records; and
(b) all officers and employees of any Group Company and the Auditor during business hours.
Buyer Access. The Borough shall provide the Buyer, at the Buyer’s sole cost, reasonable access to the Purchased Assets from the date hereof until the Closing Date for purposes including, but not limited to, examination of customer accounts, ordinances, deeds, contracts, maps, and plans; inspection and tests of plant and equipment; and endorsements, assessments and surveys of the real property comprising the Borough and easements. The Parties acknowledge that the Buyer already possesses a level of familiarity with the System given that Buyer’s affiliate is the current operator of the Borough’s System. The Buyer hereby agrees to indemnify and hold the Borough harmless from any and all claims, demands, suits, actions, damages, Liabilities, or expenses with respect to or arising from the Buyer’s access to the Purchased Assets during this period, except due to the negligence or willful misconduct of the Borough or its agents. The Buyer’s rights under this Section shall be exercised during normal business hours, with reasonable notice and shall not interfere with the Borough’s continuing operation of the System. The Borough shall cooperate with the Buyer with respect to such access to ensure a smooth transition in ownership of the Purchased Assets.
Buyer Access. Confidential Information Redacted and Filed Separately with the Commission. Omitted Portions Indicated by [**]. Seller will provide restricted data access (SME Customer only) to data maintained on its information technology systems via, among other things, the Customer Management, Maintenance Service Request, Numbers, intranet voicemail portal and OES systems. = Access to the intranet applications will be available during the Transition Period, in accordance with the IT and Billing QoSS.
