Due Diligence and Access. (a) From the date hereof until the Closing, Contributor shall give the Partnership and its representatives and consultants, during normal business hours, upon reasonable notice and in a manner that does not unreasonably interfere with the operation of Contributor's business, access to and the right to inspect the Mall and the Property (including without limitation for purposes of conducting environmental testing). From the date hereof until Closing and upon request by the Partnership, Contributor promptly shall provide the Partnership with other material information and data with respect to the Mall and the Property which is in Contributor's possession, including without limitation copies of Leases, the Reciprocal Easement Agreements and the Contracts and such financial and other information as the Partnership reasonably requests with respect thereto. The Partnership may contact Parties as the Partnership deems appropriate in connection with its due diligence examination.
Due Diligence and Access. Following the execution of this term sheet by ------------------------ all parties, the parties shall conduct their respective due diligence review of the assets, operations and the capital structure, as applicable, of the other. The parties shall coordinate closely with the officers of the other all such activities and shall conduct any such inquiries with appropriate discretion and sensitivity to the relationships of the other; employees, customers, suppliers and distributors. The parties agree to hold information obtained in confidence in accordance with the terms of the confidentiality agreement entered into between each of Shaw and Rogers and @Home and to use the information so obtained only for the purpose of evaluating efficacy of the transaction contemplated herein. During this time the parties and their advisors and representatives shall, subject to confidentiality obligations to third parties, have access during normal business hours to such of the other's properties, books, contracts, documents, records and personnel related to the Service and the ability of any of the parties to fulfill their respective obligations under this term sheet and the other may reasonably request. In the event that the transactions contemplated herein are not completed, the parties shall return all such information in written form and any copies thereof to its owner, and destroy all notes, working papers and schedules based on such confidential information. @Home, Rogers and Shaw shall complete their due diligence within a reasonable time, which shall not exceed 20 business days following execution of this term sheet by all parties. In the event that the results of the due diligence conducted by parties gives rise to the condition set out under paragraphs 4.1(E), 4.2(E) or 4.3(C), the applicable party shall be entitled to terminate the arrangements contemplated herein.
Due Diligence and Access a. Each Party will authorize its management to allow the other Party and such other Party’s advisors access to its personnel, facilities, contracts, books, and records, in each case to the extent relating to its participation in the transaction, for the purpose of conducting such other Party’s due diligence with respect to the transaction, subject to the Confidentiality Agreement between the Parties.
Due Diligence and Access. A. Seller agrees to make available to Purchaser within five (5) business days of the Effective Date of this Agreement copies of, to the extent that the following are in the possession of the Seller, all Leases and Contracts; Seller's books and records relating to the operation of the Property and such physical and environmental reports, building plans, architectural drawings, demised space and municipally approved site plans, as well as those currently under construction or subject to new leases or currently negotiated leases municipally approved, Zoning and Building approvals, permits and material maintenance contracts, and any other documents or information that may be relevant to this transaction or the Property or any of the items delivered hereunder, if any, regarding the Property that are in Seller's possession. Seller makes no representation as to the accuracy or completeness of the Seller Documents and any use of, or reliance on, the Seller Documents shall be at Purchaser's sole risk except that Seller represents that to the best of its knowledge and belief same are complete, true and accurate.
Due Diligence and Access. As soon as reasonably practicable after the date of this Agreement, the parties and their representatives shall commence a detailed due diligence investigation of each other. Such due diligence will include, but will not be limited to, a complete review of the legal, financial, tax, environmental, intellectual property, and labor records and agreements of the business, and any other matters that the parties’ legal counsel, accountants, tax, or other advisors reasonably deem relevant. From and after the date of this Agreement each party shall reasonably respond to the other party’s due diligence inquiries and shall authorize its representatives to provide the other party’s officers, employees, representatives, and advisors with full access to its records, key employees, advisers and operations for the purpose of the other’s due diligence.
Due Diligence and Access. If not yet commenced, upon execution of this Agreement, each Party, to the extent it considers it necessary, will promptly commence its due diligence investigation of each of Isotechnika and/or Aurinia, as applicable, this will include but not be limited to 2012 audited financial statements of Isotechnika.
Due Diligence and Access. (a) Paramount will promptly commence its confirmatory due diligence investigation of Klondex. Klondex shall provide to Paramount and its representatives and advisors complete access to Klondex’ facilities, technology, books and records and shall cause Klondex’ employees, accountants, and other representatives to cooperate fully with Paramount in connection with Paramount’s confirmatory due diligence investigation; and
Due Diligence and Access. Each Party will authorize its management to allow the other Party and such other Party's advisors access to its personnel, facilities, contracts, books, and records, in each case to the extent relating to its participation in the Transaction, for the purpose of conducting such other Party's due diligence with respect to the Transaction, subject to an appropriate Confidentiality Agreement. The Parties will have 30 days from the mutual execution of the Term Sheet with respect to this Transaction to complete their respective due diligence regarding the Transaction. In carrying out its due diligence, (i) Purchaser agrees that it will direct all requests for any information concerning Mountain High and/or its affiliates to Cxxxxxx Xxxxxxx, (ii) Mountain High agrees that it will direct all requests for any information concerning Purchaser and/or its affiliates to Bxxxx Xxxxx; and (iii) neither Party will make any inquiries of the other Party's and/or its affiliates' customers, suppliers, lenders, employees or other service providers with respect to the other Party or the Transaction without the prior written consent of the other Party's Diligence Contact (which consent may be withheld for any reason or no reason in the sole discretion of the other Party).
Due Diligence and Access. During the period from the date of this Agreement to the Effective Time (or the earlier termination of this Agreement pursuant to Article XI), the Buyer shall have the right to inspect and review, and the Sellers agree to afford access and make available to the Buyer or its representatives, any of the Purchased Assets and any other items related to the Purchased Assets or the Business which the Buyer reasonably deems necessary in order to evaluate the Purchased Assets, the Business and/or the transactions contemplated by this Agreement. Unless the Parties otherwise agree to the contrary, any inspection or review to be conducted on the Sellers’ premises shall be conducted during normal business hours and upon reasonable prior notice, and shall not unreasonably disrupt or interfere with the conduct of the Sellers’ business. The Sellers shall use their Commercially Reasonable Efforts to cooperate and assist with the Buyer’s due diligence and to provide to the Buyer all properties, documents, records, data, agreements, financial statements and other items reasonably requested by the Buyer in connection with its due diligence no later than five (5) Business Days prior to the Closing Date. Any confidential information disclosed or obtained by the Buyer pursuant to this Section 5.21 shall be subject to the Non-Disclosure Agreement, dated September 4, 2019, between Iteris and TBG AG (the “Confidentiality Agreement”). 50
Due Diligence and Access. HSS has permitted the Purchaser and its representatives to have access, during regular business hours, to the assets, employees, books and records of HSS or the HSS Subsidiaries relating to the Business, and has furnished, or caused to be furnished, to the Purchaser and its representatives such financial, tax and operating data and other available information with respect to the Business as the Purchaser.
