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 Shareholder 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 Shareholder 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, Seller 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. Buyer acknowledges and agrees that all information it obtains as a result of access under this Section 5.5 shall be subject to the Confidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement, none of Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of its or their Representatives shall be required to disclose to Buyer or any of its Representatives any information (a) relating to any sale process conducted by Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of their respective Representatives or any evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto, in each case relating or provided to any Person other than Buyer and its Representatives; (b) if doing so would violate any Contract, applicable Law or other obligation of confidentiality to which Seller, the Company or any of its Subsidiaries, or any of Seller’s Affiliates is a party or is subject (provided that Seller shall, and shall cause the Company, its Subsidiaries and Seller’s and their respective Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such Contract, Law or obligation); or (c) which such Person believes in good faith, after consultation with outside counsel, would result in a loss of the ability to successfully assert a claim of attorney-client privilege or work product privilege (provided that Seller shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client or work product privilege).
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. 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. Michxxx xxx 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 Michxxx xxx the independent auditors of and counsel to Michxxx xx obtain information necessary to verify and confirm the representations and warranties of Michxxx xxx Acquisition set forth herein and examination of all public filings of Michxxx xxxer the Exchange Act and the Securities Act). Therefore, at the reasonable request of Papetti's Hygrade and the
Due Diligence Access. The Company will continue to (and cause its officers, directors, producers, employees, agents and representatives to) provide Xxxx 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. The Members and the Company agree to provide Buyer with reasonable access to the Company’s Business prior to the Closing Date for the purpose of performing a due diligence investigation of the Company, including to determine the accuracy of the representations and warranties set forth herein. The Members and Buyer shall coordinate such access so as not to unreasonably disrupt the Business. In addition, the Members and the Company shall make available for consultation with Buyer such employees as determined by Buyer’s due diligence. The Members shall have the right to attend any meeting between Buyer and any employee, but excluding any meeting regarding discussions involving such employee’s future employment by the Company.
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.
