Buyer's Access to Premises and Information. Buyer and its counsel, accountants and other representatives shall be entitled to have full access during normal business hours to all Seller's properties, books, accounts, records, contracts and documents of or relating to the Assets. Seller shall furnish or cause to be furnished to Buyer and its representatives all data and information concerning the business, finances and properties of Seller that may reasonably be requested.
Buyer's Access to Premises and Information. Buyer and its counsel, accountants, and other representatives shall have full access during normal business hours to all properties, books, accounts, records, contracts, and documents of or relating to Company. Company shall furnish or cause to be furnished to Buyer and its representatives all data and information concerning Company's business, finances, and properties that may reasonably be requested.
Buyer's Access to Premises and Information. Seller hereby acknowledges that Buyer may continue its due diligence investigation through and until the Closing. Seller shall cooperate with such reasonable investigation. Prior to the Closing, Buyer shall have (i) reasonable access to the books and records of the Corporation upon prior written notice and at a mutually agreed upon location, and (ii) access to the facilities of the Business during normal business hours. Seller shall furnish or cause to be furnished to the Buyer all data and information concerning the Business that may reasonably be requested and that is reasonably available, including any applications or statements to be made to any governmental authority in connection with the transactions contemplated by this Agreement. Further, Seller shall assist Buyer in contacting and communicating with the employees, customers and vendors of the Corporation having dealings with respect to the STOCK. Buyer agrees that all contacts with the customers and suppliers having dealings with respect to the STOCK shall be subject to Seller's prior approval which shall not unreasonably be withheld or delayed.
Buyer's Access to Premises and Information. Subject to the confidentiality provisions of Section 8B.4 hereof, Buyer and its counsel, accountants, and other representatives shall be entitled to have full access during normal business hours to all Seller's properties, books, accounts, records, contracts, and documents of or relating to the Assets. Selling Parties shall furnish or cause to be furnished to Buyer and its representatives all data and information concerning the Business, finances, and properties of Seller that may reasonably be requested.
Buyer's Access to Premises and Information. Buyer and ------------------------------------------ its representatives shall, prior to the Closing, have reasonable access (subject, among other things, to reasonable restrictions designed to comply with applicable antitrust and related laws and regulations) during normal business hours and upon reasonable advance notice to Seller, to the properties and business and books and records of the Company and each Subsidiary, and Seller will furnish Buyer (subject to reasonable restrictions) with such financial and operating data and other information as to the business and properties of the Company and each Subsidiary as Buyer shall from time to time reasonably request for the purpose of verifying the representations and warranties of Seller hereunder and in order for Buyer to be able to prepare and timely file such unaudited and audited financial information relating to the Company and the Subsidiaries as Buyer is required to file under the federal securities laws. In connection with its preparation of any such financial information, in order to minimize Buyer's need for direct access, Buyer may, at its option (and at its own expense), use the services of the Philadelphia office of Coopers & Xxxxxxx in conducting such audit, but may also use Ernst & Young, LLP. Seller shall provide upon request reasonable assistance (at Buyer's expense) to Buyer and such auditors in preparing such financial statements (including, if requested by such auditors, providing financial information concerning Seller and delivering representation letters and other certificates in customary form, and requesting Seller's legal counsel to cooperate with such auditors). In addition, Buyer shall have the right at the sole option and expense, to obtain a title insurance policy with respect to the Premises owned by Company or a Subsidiary and Seller shall cooperate and shall cause Company and each Subsidiary to cooperate with any reasonable request of Buyer related thereto. Buyer acknowledges that certain of the information which may be made available to it is proprietary and includes confidential information. Buyer shall hold all such information in confidence and shall not disclose it to any person before the Closing without the approval of Seller; provided, however, -------- ------- that the foregoing restriction shall not apply to any information which is or becomes publicly known or which is lawfully obtained from a third party, or to any disclosure required by Law. If the transactions...
Buyer's Access to Premises and Information. From the date of this Agreement until the Closing, upon reasonable notice, Seller shall (a) afford Buyer and its counsel, accountants and other representatives access, during normal business hours, to the Assets and the offices, properties, books and records relating to the Assets and (b) furnish to Buyer and such representatives such documents and information in its possession relating to the Assets and their condition, including prior environmental assessments, and such additional information regarding the Assets as Buyer may from time to time reasonably request; provided, that such access shall be conducted in a manner so as not to interfere unreasonably with the business or operations of Seller, and provided further that Seller will not be required to provide access to Seller’s financial records other than the (i) Operating Statements, (ii) records relating to the adjustments to be made under Section 2.9 and (iii) records relating to payments received, made or owing under the Assumed Contracts, the Real Property Leases, the Permits or agreements included in the Permitted Exceptions. Buyer shall indemnify, defend and hold harmless Seller from any and all damage, expenses, liens, or claims (including attorneys’ fees and costs) arising from Buyer’s exercise of its access rights hereunder, excluding damages, expenses, liens or claims arising from the discovery of Hazardous Substances on the Real Property. This indemnity obligation shall survive the Closing and any termination of this Agreement.
Buyer's Access to Premises and Information. Buyer and its counsel, accountants and other representatives shall be entitled to have full access during normal MDP business hours to all Seller's properties, books, accounts, records, contracts and documents of or relating to the MDP Business and Assets, but shall not restrict or inhibit Seller's normal MDP business operations. Selling Parties shall furnish or cause to be furnished to Buyer and its representatives all data and information concerning the MDP Business, Assets, finances and properties of Seller that may reasonably be requested.
Buyer's Access to Premises and Information. Buyer and its counsel, accountants, directors and officers and representatives of lenders to Buyer (collectively, "Buyer's Representatives") shall be entitled to have full reasonable access during normal business hours to all of the properties, books, accounts, records, contracts, documents and personnel of Valence and each of the Valence Subsidiaries. The Selling Shareholders and Valence shall furnish, or cause to be furnished, to Buyer and Buyer's Representatives all data and information concerning the businesses, finances, operations and properties of Valence and each of the Valence Subsidiaries that may reasonably be requested.
Buyer's Access to Premises and Information. Buyer and its counsel, accountants, and other representatives will have reasonable access during normal business hours to all properties, books, accounts, records, contracts, and documents of or relating to the Embedded Business. Corporation will furnish or cause to be furnished to Buyer and its representatives all data and information concerning the business, finances, and properties of the Embedded Business that may reasonably be requested. No information or knowledge obtained by Buyer in any investigation under this paragraph will affect or be deemed to modify any representation or warranty of Corporation or the conditions to the obligations of the Corporation to effect the Closing. Agreement for Purchase and Sale of Assets
Buyer's Access to Premises and Information. Seller shall direct the management of Valence to provide Buyer and its counsel, accountants, and other representatives as well as employees, agents and representatives of lenders to Buyer (collectively, the "Representatives") full reasonable access during normal business hours to all of the properties, books, accounts, records, contracts, documents and personnel of Valence and each of the Valence Subsidiaries. Seller shall furnish, or cause to be furnished, to Buyer and its representatives all data and information concerning the business, finances, operations and properties of Valence and each of the Valence Subsidiaries that may reasonably be requested.
