Due Diligence; Access to Information. (a) Each of Purchaser and Universal acknowledges that it has performed a due diligence review of Pyramid based on documents and other information supplied by or on behalf of Seller, Parent or Pyramid. Without limiting the generality of the foregoing, Purchaser and Universal acknowledge that it: (i) has been afforded reasonable access to the books, records, personnel, facilities and other things reasonably related to the Shares and the business and affairs of Pyramid; and (ii) has been given a reasonable opportunity to ask questions relating to the Shares and the business and affairs of Pyramid and to receive answers thereto. Each of Purchaser and Universal will hold any such information and all information it receives pursuant to Section 4.2(b) which is nonpublic in confidence in accordance with the provisions of the Non-Disclosure and Confidentiality Agreement between Parent and Universal, as amended (the "Confidentiality Agreement"). It is understood that the diligence review conducted by Purchaser and Universal shall not constitute a waiver of or affect their rights to seek relief under this Agreement.
(b) Between the date hereof and the Closing Date, Seller shall cause Pyramid to give to Purchaser and its counsel, accountants and other authorized representatives and agents, full access, during regular business hours and upon reasonable advance notice, to Pyramid's premises, properties, contracts, books and records, and will cause Pyramid's officers and employees to furnish to Purchaser and its representatives, except where prohibited by law, any data and information pertaining, directly or indirectly, to Pyramid that Purchaser shall from time to time reasonably request, and shall permit Purchaser and its representatives to make extracts and copies thereof. Purchaser shall not exercise its rights under this Section 4.2 in such a manner as to unreasonably interfere with the ordinary operations of Pyramid.
Due Diligence; Access to Information. Each Party has been provided with full material access to such information required by each Party to satisfactorily conduct its due diligence investigation, has satisfactorily performed its due diligence investigations on the other Party and has made the independent decision to proceed to the Closing.
Due Diligence; Access to Information. (a) Prior to the Closing, the Company and the Company Subsidiaries shall incur expenses or establish reserves in an aggregate amount (when added to any amounts incurred or funded after August 8, 1995 and prior to Closing) of Cdn. $3,500,000 as specified by Wendy's from time to time, in the following order of priority, for (i) title due diligence, including, but not limited to, all Title Costs, on the properties owned by the Company, any Company Subsidiary or any Affiliated Entity, (ii) environmental due diligence on the Targeted Real Properties, (iii) Estimated Damages with respect to the litigation described on Schedule 4.4(a), (iv) title due diligence, including, but not limited to, Title Costs, on the properties leased by the Company, any Company Subsidiary or any Affiliated Entity, (v) tax, legal and business issues as specified by Wendy's from time to time and (vi) to the extent not used for any of the foregoing, any Environmental Costs. The Company and the Company Subsidiaries shall not reduce prior to Closing the aggregate amount of such reserves, other than to the extent used to pay for expenses incurred as contemplated by the previous sentence.
(b) From the date of this Agreement until the Closing, upon reasonable notice, each of Seller and the Company will, and will cause the Company Subsidiaries, and will use commercially reasonable efforts to cause the Affiliated Entities, and each of their respective officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to, give Wendy's and its officers, employees, counsel, advisors and representatives (collectively, the "Wendy's Representatives") full access, during normal working hours, to the offices and other facilities and to the books and records of the Company, the Company Subsidiaries and the Affiliated Entities and permit Wendy's and the Wendy's Representatives to make inspections thereof as either of them may require and will cause the Company Representatives and the Company Subsidiaries to, and will use commercially reasonable efforts to cause the Affiliated Entities to, furnish Wendy's and the Wendy's Representatives with such financial and operating data and such other information with respect to the Business of the Company, the Company Subsidiaries and the Affiliated Entities and make such management and other personnel available to discuss the business and prospects of the Company, the Company Subsidiaries and the Affiliated Entities ...
Due Diligence; Access to Information. From the date of this Agreement until the Closing, upon reasonable notice, Company will, and will cause each of its officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to, give Merge and its officers, employees, counsel, advisors and representatives (collectively, the "Merge Representatives") full access, during normal working hours, to the offices and other facilities and to the books and records of Company and permit Merge and the Merge Representatives to make inspections thereof as either of them may require and will cause the Company Representatives to furnish Merge and the Merge Representatives with such financial and operating data and such other information with respect to the Business of Company and make such management and other personnel available to discuss the business and prospects of Company as Merge may from time to time reasonably request. Company agrees that no investigation by Merge or the Merge Representatives shall affect or limit the scope of the representations and warranties of Company contained herein or in any of the Transaction Agreements or limit the liability for the breach of any such representation or warranty.
Due Diligence; Access to Information. To the extent not previously provided, Denali shall afford to Velcera and its authorized representatives the opportunity to conduct and complete a due diligence investigation of Denali. In light of the foregoing, Denali shall disclose and make available (together with the right to copy) to Velcera and its officers, employees, attorneys, accountants and other representatives (hereinafter collectively referred to as “Representatives”), all books, papers, and records relating to the assets, stock, properties, operations, obligations and liabilities of Denali and MergerCo.
Due Diligence; Access to Information. (a) Subsequent to the execution of the Confidentiality Agreement and especially after the subscription of the Memorandum, the CODELCO Party has conducted a review of financial, technical and legal aspects of SQM Salar, the Business Subsidiaries, and the Business Assets, among other matters.
(b) Until the earlier of the Effective Date of the Joint Venture or termination of the Agreement, and subject to applicable Laws and the Protocol, the SQM Party shall permit, or instruct its applicable Subsidiaries to permit, the CODELCO Party and its Representatives and advisors to have reasonable access, during regular business hours and upon receipt of reasonable advance notice, for purposes associated with this Agreement, to the documentation, property, facilities, books, accounts, Tax Returns and records of SQM Salar, the Business Subsidiaries and other Business Assets, including computer files and magnetic strips and other data stored in a similar form, but only to the extent that such access does not unduly interfere with the business of SQM and its Subsidiaries and is necessary to perform or complete pending due diligence or the transactions contemplated by the Transaction Documents. In the case of Restricted Information, the Protocol must be strictly complied with in accordance with Section 6.1.
(c) The CODELCO Party acknowledges and agrees that any contact by the CODELCO Party or its Representatives and advisors with directors, officers or employees of SQM and its Subsidiaries shall be arranged and supervised by SQM, unless they expressly and previously authorize a specific contact. The foregoing (A) shall not oblige SQM or its Subsidiaries to permit an inspection or to disclose information that could constitute a disclosure of the trade secrets of third parties or the trade secrets of SQM or its Subsidiaries, or otherwise violate SQM's or its Subsidiaries' confidentiality obligations to third parties, or (B) shall not oblige SQM or its Subsidiaries to disclose any information that could reasonably be expected, in the opinion of legal counsel, to result in a waiver of attorney-client privilege as a consequence of such disclosure.
(d) The CODELCO Party hereby undertakes to always enforce its rights under this Section 2.9, in compliance with the antitrust rules and provisions contained in Article 6 below and the rules, provisions and agreements relating to the investigation referred to in Section 7.2(d).
Due Diligence; Access to Information. Until the Closing, LTI and Sub will furnish the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives with all financial, operating and other data and information concerning the Business, the Transferred Asset, commitments and properties of LTI and Sub as the Buyer shall from time to time request and will afford the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives reasonable access to LTI's and Sub''s offices, properties, books, records, contracts and documents and will be given the opportunity to ask questions of, and receive answers from, representatives of LTI and Sub with respect to the Business and the Transferred Assets. No investigations by the Buyer or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of LTI, Sub and the Stockholders with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Schedules, executed and delivered in connection with this Agreement. LTI and Sub will cooperate with the Buyer and its employees, officers, accountants, attorneys, agents and other authorized representatives in the preparation of any documents or other materials that may be required by any Governmental Entity.
Due Diligence; Access to Information. (a) Company shall afford Buyer and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (i) all of Company's and its subsidiaries' properties, personnel books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Company and its subsidiaries as Buyer may reasonably request. Buyer shall likewise provide Company with reasonable access customarily associated with seller-side due diligence in connection with a merger where the merger consideration includes shares of the acquiring entity.
(b) Subject to compliance with applicable law, from the date hereof until the Effective Time, each of Buyer and Company shall confer on a regular and frequent basis with one or more representatives of the other party to report operational matters of materiality and the general status of ongoing operations.
(c) No information or knowledge obtained in any investigation pursuant to this Section 6.3 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.
Due Diligence; Access to Information. CONFIDENTIALITY.
(a) Between the date hereof and the Closing, LOCATEPLUS and Global shall afford to the other party and their authorized representatives the opportunity to conduct and complete a due diligence investigation of the other party as described herein, for the limited purpose of reasonably verifying the representations and warranties contained in this Agreement, PROVIDED, HOWEVER, that the foregoing rights granted to each party shall, whether or not and regardless of the extent to which the same are exercised, in no way affect the nature or scope of the representations, warranties and covenants of the respective party set forth herein.
(b) Neither Global nor LOCATEPLUS nor any of their officers, employees, attorneys, accountants and other representatives shall disclose to third parties or otherwise use any confidential information received from the other party in the course of investigating, negotiating, and performing the transactions contemplated by this Agreement. The term "confidential information" shall mean nonpublic information revealed by or through a party (whether in writing, orally or by another means) (a "Disclosing Party") to the other (a "Receiving Party") including, without limitation, (a) either the fact that discussions or negotiations are taking place concerning the Transaction or any of the terms, conditions, or other facts with respect to the Transaction, including the status thereof, (b) all forms and types of financial, business, scientific, technical, economic, or engineering information including patterns, plans, compilations, program devices, formulae, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and regardless of how stored, compiled, or memorialized, whether physically, electronically, graphically, photographically, in writing or by some other means, (c) information traditionally recognized as proprietary trade secrets, (d) all data and information about the Company's customers (current, former or prospective) and officers, directors and employees (including the customers and officers, directors and employees of the Company's corporate parent and those of such parent's direct and indirect subsidiaries), (e) Nonpublic Personal Information (as defined below) and (f) all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing. As between the Company and the Recipient, Confidential I...
Due Diligence; Access to Information. (i) The Seller shall take such action as may be reasonably necessary to permit the Buyer and its authorized representatives to have full access during normal business hours to all officers, employees, properties (including, but not limited to, full access to engage in any environmental inspections or investigations), assets, records, Contracts and documents related to the Business, the Purchased Assets and the Assumed Liabilities, and shall furnish to the Buyer or its authorized representatives such financial and other information with respect to the Business, the Purchased Assets and the Assumed Liabilities as the Buyer may, from time to time, reasonably request.
(ii) As soon as available, and in any event within 20 days after the end of each fiscal month, the Seller shall provide the Buyer with the balance sheet of the Seller as of the end of such fiscal month and statements of income and cash flows for such fiscal month and the portion of the fiscal year then ended of the Seller, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail.
