Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities).
(b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target En...
Covenants Regarding Information. (a) From the date hereof until the Closing Date, to the extent permitted by applicable United States export control Laws and the Company TAAs in place and upon reasonable notice, the Company and its Subsidiaries shall afford Buyer and its Representatives reasonable access to the Representatives, assets, properties and books and records (including Tax Returns, Tax information and records) of the Company and each of its Subsidiaries, the Company and its Subsidiaries shall furnish Buyer with all such information and data as Buyer may reasonably request (including copies of Contracts and such other financial, operating and other data and information); provided, however, that any such accessing or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company and its Subsidiaries or with the operation or use (including by the Company’s customers) of the Company Satellites or risk harm to them. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither Company nor its Subsidiaries shall be required to disclose any information to Buyer or its Representatives if such disclosure would, in the opinion of outside counsel for the Company, (i) jeopardize any attorney-client or other legal privilege or (ii) violate any applicable Laws (including antitrust or competition Laws), fiduciary duty or Contract entered into prior to the date hereof (provided that the Sellers and the Company shall use commercially reasonable efforts to seek the consent of the counterparties to any Contracts prohibiting such disclosure).
(b) In order to facilitate the resolution of any claims made against or incurred by any Seller (as it relates to any of the Acquired Companies), for the later of five (5) years after the Closing or until the resolution of such claim which was initiated during such five (5) year period, Buyer shall (i) retain the books and records relating to the Acquired Companies relating to periods prior to the Closing and (ii) afford each Seller and its Representatives reasonable access (including the right to make, at such Seller’s expense, photocopies), during normal business hours, to such books and records.
Covenants Regarding Information. (a) From the execution hereof through the Closing Date, the MBS Parties shall, and shall cause the Company and its Subsidiaries to, afford the Buyer and its Representatives reasonable access at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries (including for (i) inspection and copying of documents and (ii) inspection of mechanical equipment and Software), and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request; provided, that (x) such access shall be conducted in a manner not to interfere with the businesses or operations of the Company and its Subsidiaries and (y) such access shall not, based on advice of counsel to the Company, result in the waiver of any attorney-client privilege; provided, further, that the parties hereto shall cooperate in seeking to find a way, including making substitute arrangements, to allow such access to, and disclosure of, such information in a manner which would not (w) interfere with the businesses or operations of the Company and its Subsidiaries or (z) in the good faith belief of the Company, after consultation with counsel, reasonably be likely to result in the waiver of any such any attorney-client privilege.
(b) On the Closing Date, the MBS Parties will deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, and books and records and all computer disks, records or tapes or any other storage medium on which agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries are stored, in each case, that are not on the property of the Company or any of its Subsidiaries and that are in the possession of one or more of the MBS Parties. Following the Closing Date, none of the MBS Parties shall retain in its possession or under its control, in any form, any agreements, documents, or books and records, or any computer disks, records or tapes or any other storage medium that contains copies of any agreements, documents, books and records, files and other information relating to the business and operations of the Company and its Subsidiaries (including any personal or other information stored on any media by any employees of the Company or any of its Subsidiaries), including any of the foregoing that is stored on any server o...
Covenants Regarding Information. From the date hereof until the Closing Date, the Seller shall, and shall cause the Company and its Subsidiaries to, afford the Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request, including any documentation relating to the Restructuring. Subsequent to the Closing, the Seller shall, and shall cause Palladium to afford the Buyer and its Representatives such information as required pursuant to Section 8.6.
Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, CTF and its Subsidiaries have agreed in the CTF Agreement that they shall (i) afford Marriott and the Purchaser and their Representatives reasonable access to the books and records of the Targets and the Selling Entities related to the Targets; (ii) furnish Marriott with such financial, operating and other data and information as Marriott may reasonably request, and which Marriott shall furnish to Purchaser, and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense during normal business hours upon reasonable notice, under the supervision of CTF’s personnel, and in such a manner as to not unreasonably interfere with the normal operations of CTF. Marriott shall promptly request from CTF and diligently seek to obtain, subject to the terms and conditions of the CTF Agreement, such information from CTF as the Purchaser may reasonably request and that Marriott is entitled to obtain from CTF under the CTF Agreement. Notwithstanding anything to the contrary in this Agreement, neither CTF nor any of its Subsidiaries shall be required to disclose any information to the Purchaser or its Representatives if such disclosure would (A) in CTF’s sole discretion jeopardize any attorney-client privilege or any work-product privilege, or (B) contravene any duty imposed by applicable Laws.
(b) CTF has consented to the Purchaser engaging, at the Purchaser’s expense, the independent registered public accounting firm that audited, reviewed or otherwise advised CTF regarding the financial statements of any Target to audit such financial statements for periods preceding the Closing Date and to access the audit work papers relating to such prior period. Marriott shall cause CTF to cooperate with Purchaser in responding to Purchaser’s reasonable requests for other information relating to such financial statements.
(c) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in Purchaser’s document retention policy, the Purchaser shall
(i) retain the books and records relating to the T...
Covenants Regarding Information. From the date hereof until the Closing Date, the Sellers shall, and shall cause the Company to, afford the Buyer and its Representatives complete access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Sellers and the Company, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request.
Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Company and its Subsidiaries, and Seller shall cause the Company and its Subsidiaries to, shall afford Buyer and its Representatives reasonable access to the properties, offices, plants and other facilities, books and records of the Company and its Subsidiaries for any reasonable purpose related to this Agreement and the transactions contemplated hereby; provided, however, that any such access shall be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries shall be required to provide access to any information to Buyer or its Representatives if the Company determines, in its sole discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws, or (iii) the information to be accessed is pertinent to any litigation in which the Company or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature; or (v) the information to be accessed relates to any consolidated, combined or unitary Return filed by Seller, the Company or any of their Affiliates or any of their respective predecessor entities; provided, that, if the Company withholds any such information, then the Company shall provide a reasonably detailed written description of the reasons for withholding such information and shall use its commercially reasonable efforts to disclose to Buyer as much of such information as reasonably possible.
(b) No investigation pursuant to this Section 6.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
(c) In order to facilitate the resolution of any claims made against or incurred by Seller (as it relates to the Company and its Subsidiaries), for a period of four (4) years after the Closing, Buyer shall (i) retain the books and records relating to the Company and its Subsidiaries relating to periods prior to the Closing and (ii) afford the Representatives of Seller reasonable access (including t...
Covenants Regarding Information. From the date hereof until the earlier of the date of termination of this Agreement or the consummation of the Closing, upon reasonable notice, the Company and its Subsidiaries shall afford Acquiror and its officers, employees, agents, accountants, advisors, bankers, attorneys and other representatives (collectively, “Representatives”) reasonable access to the properties, offices and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish Acquiror with such financial, operating and other data and information as Acquiror may reasonably request, including monthly updates and access to personnel; provided, however, that any such access or furnishing of information shall be conducted at Acquiror’s expense, during normal business hours and in such a manner as not to unduly interfere with the normal operations of the Company and its Subsidiaries and such requests shall be directed to the chief executive officer of the Company.
Covenants Regarding Information. From the date of this Agreement until the Closing Date, the Seller shall afford the Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) at all reasonable times to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities, and books, records and accounts relating to the Purchased Assets, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Purchased Assets as the Buyer may reasonably request.
Covenants Regarding Information. For a period of seven (7) years after the Closing, the Purchaser shall (i) retain the books and records relating to the Company and the Company Subsidiaries relating to periods prior to the Closing and (ii) provide the Seller and its Affiliates and their respective Representatives with reasonable access, upon reasonable notice and during normal business hours, to such books and records (including the right to make copies thereof, at such Person’s expense); in each case as reasonably necessary for the Seller or its Affiliates in order to prepare their Tax Returns or financial statements and in connection with Actions to which neither the Purchaser nor any of its Affiliates is a party, as well as for purposes of fulfilling regulatory or statutory audit disclosure and reporting obligations; provided, however, that the Purchaser shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to (but not on or following) the seventh (7th) anniversary of the Closing Date in order to provide the Seller or its applicable Affiliate the opportunity to copy such books and records in accordance with this Section 6.04; provided, further, that nothing in this Section 6.04 shall limit access to the Company’s books and records in connection with the procedures set forth in Section 2.04 and in accordance with the terms thereof.
