Due Diligence Access Sample Clauses
POPULAR SAMPLE Copied 30 times
Due Diligence Access. (a) From the date hereof until the Closing, during normal business hours, upon reasonable prior notice to Seller and without unreasonably interfering with the operation of Seller’s business, Seller shall and shall cause its Representatives to provide to Buyer and Buyer’s Representatives prompt and reasonable access to all premises, properties, management personnel, Representatives and Records concerning the Purchased Assets as deemed necessary by Buyer to conduct a thorough due diligence investigation of the Purchased Assets and the Business. Seller shall promptly provide to Buyer copies of all Contracts, Permits, Governmental Authorizations and other Records comprising or relating to the Purchased Assets and the Business as are required to be provided hereunder or as Buyer may request and, in any event, shall provide copies of all correspondence between Seller and any Governmental Body concerning the products, Services and the Business. Buyer shall be entitled to conduct such financial, environmental, engineering, title, physical property and other investigations and audits of any of the Purchased Assets or any aspect of the Business as Buyer shall determine, at Buyer’s cost and expense, and Seller shall and shall cause its Representatives to cooperate with Buyer and its Representatives in connection with the foregoing. Notwithstanding the foregoing, in no event shall Seller be required to make available to Buyer any Records to the extent legally privileged. Prior to the Closing, any information, Records or Contracts between Seller and any Person reasonably determined to be a competitor of EBS or any of its Affiliates by Seller shall only be made available to outside counsel to Buyer who shall not be allowed to disclose to any non-legal employee or Representative of EBS the name of the competitor or the specific type of development work undertaken by Seller for such competitor.
(b) From the date hereof until the Closing, during normal business hours and upon reasonable prior notice to EBS and in a manner that does not materially interrupt EBS’s business, EBS shall and shall cause its Representatives to provide to Seller and Seller’s Representatives, at Seller’s expense, full access to all Records (other than those Records that include information (financial or otherwise) previously disclosed by EBS in the SEC reports) deemed reasonably necessary by Seller to conduct a financial and accounting due diligence investigation of EBS. Notwithstanding the foregoi...
Due Diligence Access. From the date of this Agreement until the Closing, to enable Buyer to conduct due diligence, and following the Closing to the extent needed by Buyer and its accountants to conduct and complete a financial audit of Seller and its operations, Seller and the Shareholders shall make or cause to be made available to Buyer: (i) members of management of Seller for personal interviews; (ii) the Assets; and (iii) all books of account, contracts, agreements, commitments, authorizations, insurance policies, records and documents of every character relating to Seller's business for examination. Accordingly, Seller and Shareholders shall permit Buyer and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times and places.
Due Diligence Access. During the Interim Period, upon reasonable advance notice from Buyer and at the sole cost and expense of Buyer, Seller Parties shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries.
Due Diligence Access. Mich▇▇▇ ▇▇▇ Acquisition acknowledge that as of the date this Agreement is executed, Papetti's Hygrade and the Acquired Entities have not completed Due Diligence (for purposes of this Section 7.5, "Due Diligence" shall include consultation with all executive officers of Mich▇▇▇ ▇▇▇ the independent auditors of and counsel to Mich▇▇▇ ▇▇ obtain information necessary to verify and confirm the representations and warranties of Mich▇▇▇ ▇▇▇ Acquisition set forth herein and examination of all public filings of Mich▇▇▇ ▇▇▇er the Exchange Act and the Securities Act). Therefore, at the reasonable request of Papetti's Hygrade and the
Due Diligence Access. During the Interim Period but subject to applicable Law, upon reasonable advance notice from Parent and at the sole cost and expense of Parent, the Company shall afford Parent and its authorized representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company, as applicable, in order for Parent to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company; provided, however, that such access shall not unreasonably interfere with the conduct of the business of the Company. Parent acknowledges and agrees that all information it obtains as a result of access under this Section 5.5 shall be subject to the Confidentiality Agreements.
Due Diligence Access. From the date hereof until the Effective Time and subject to the requirements of applicable Laws, Abraxas and Energy shall (a) provide to the Limited Partners and their respective counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours after reasonable prior notice to the offices, properties, books and records of Abraxas and Energy, (b) furnish to the Limited Partners and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including furnishing to the Limited Partners, to the extent available, the financial results of Abraxas and its Subsidiaries in advance of any filing by Abraxas with the SEC or other public disclosure containing such financial results), (c) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Abraxas and Energy to cooperate with the Limited Partners in their investigation of Abraxas or Energy, as the case may be. Notwithstanding the foregoing provisions of this Section 2.3, Abraxas and Energy shall not be required to, or to cause any of their respective Subsidiaries to, grant access or furnish information to the Limited Partners or any of their representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing contract or agreement. The Limited Partners shall hold, and shall cause its counsel, financial advisors, auditors and representatives to hold, any material or non-public information concerning Abraxas received from Abraxas or its Subsidiaries confidential. Any investigation pursuant to this Section 2.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Abraxas, Energy or their respective Subsidiaries.
Due Diligence Access. You are responsible to conduct your own due diligence and investigate all matters relating to the Property, including, without limitation, physical condition and attributes, environmental matters, economic matters, legal matters, encumbrances, and all other aspects. You must coordinate any inspection, visit, or investigation of the Property with Seller or Broker. You are responsible for all liability, damages and costs directly or indirectly arising from any such inspection, visit, or investigation, and agree to indemnify and hold harmless Seller, Broker and the Platform from any such liability, damages and costs, and to maintain all applicable policies of insurance to cover such liability, damages and costs.
Due Diligence Access. The Company will continue to (and cause its officers, directors, producers, employees, agents and representatives to) provide ▇▇▇▇ and its representatives with full and complete access to all books, records, contracts, facilities and personnel of the Company. Such information shall be made available on a confidential basis.
Due Diligence Access. Target and the Stockholders shall, at reasonable times during normal business hours and on reasonable notice, permit Buyer and its authorized representatives reasonable access to, and make available for inspection, all of the assets and business of Target, including its employees and, in cooperation with Target, Target's customers and suppliers, and permit Buyer and its authorized representatives to inspect and, at Buyer's sole cost and expense, make copies of all documents, records and information with respect to the affairs of Target as Buyer and its representatives may request, all for the purpose of permitting Buyer to conduct a customary due diligence investigation on, and otherwise become familiar with, the business and assets and liabilities of Target.
Due Diligence Access. During the period commencing on the date hereof and continuing through January 15, 2006 thereafter, subject to extensions mutually agreed upon by the parties (“Due Diligence”), Seller shall afford to Buyer and Buyer’s accountants, counsel, consultants and other representatives, reasonable access to dealership records relating to the Nissan Special Tools, Nissan Parts and Accessories, Nissan New Vehicle Inventory, and such other information relevant to the Assets being sold hereunder as the Buyer and its representatives may reasonably request in connection with Buyer’s efforts to satisfy its conditions precedent to Closing and/or to estimate values for the Nissan Special Tools and Nissan Parts and Accessories. Such access shall be subject to existing Confidentiality Agreements between the parties hereto. Seller may make copies of such information available to Buyer at a location other than at the dealership location.