Full Access and Disclosure. (a) The Sellers shall, upon reasonable prior notice from one or more of the Purchasers not less than forty-eight (48) hours prior to such requested access, afford to the Purchasers and their counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, the “Purchasers’ Representatives”) reasonable access to Books and Records and all other information in the Sellers’ possession or reasonable control (other than appraisal reports, but including any surveys for the Real Property) in any way relating to the Assets and/or the Facilities, which the Sellers may at the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilities, subject to Section 4.3(c), and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form.
(b) The Sellers shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement.
(c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the...
Full Access and Disclosure. (a) Seller shall afford to the Purchaser and its counsel, accountants and other authorized representatives reasonable access during business hours to Seller's facilities, properties, books and records in order that the Purchaser may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of Seller; including financial audits, and each of the Partners shall cause Seller's employees and auditors to furnish, on a timely basis, such additional financial and operating data and other information as the Purchaser shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to Seller made by Seller's independent auditors in connection with any examination of Seller's Financial Statements and books and records.
(b) From time to time prior to the Closing Date, Seller shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth herein or disclosed.
(c) In connection with any "due diligence" examination performed by the Purchaser with respect to the business of Seller, each of the Partners shall fully cooperate and the results of such "due diligence" examination shall be satisfactory to the Purchaser.
Full Access and Disclosure. (a) The Purchaser shall afford to the Company and the Sellers, and their counsel, accountants and other authorized representatives an opportunity to make such reasonable investigations as they shall desire to make of the business of the Purchaser; and the Purchaser shall cause its officers, employees and auditors to furnish such additional financial and operating data and other information as the Sellers shall from time to time reasonably request.
(b) From time to time prior to the Closing Date, the Purchaser shall promptly supplement or amend information previously delivered to the Company and/or the Sellers with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth herein or disclosed.
Full Access and Disclosure. The Corporation shall afford to the Purchaser and its counsel, accountants, agents and other authorized representatives and to financial institutions specified by the Purchaser reasonable access during business hours to the Corporation’s plants, properties, books and records in order that the Purchaser may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Corporation. The Corporation shall cause its officers, employees, counsel and auditors to furnish such additional financial and operating data and other information as the Purchaser shall from time to time reasonably request including, without limitation, any internal control recommendations made by its independent auditors in connection with any audit of the Corporation. From time to time prior to the Closing Date, the Corporation shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or disclosed herein; provided, however, that such supplemental information shall not be deemed to be an amendment to any schedule hereto and shall not change the risk allocation of this Agreement between the Purchaser and the Sellers.
Full Access and Disclosure. (a) The Company shall afford to the Purchaser and its counsel, accountants and other authorized representatives reasonable access during business hours to the Company's facilities, properties, books and records in order that the Purchaser may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Company, including financial audits; and the Sellers shall cause the Company's officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as the Purchaser shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Company made by the Company's independent auditors in connection with any examination of the Company's Financial Statements and books and records.
(b) In connection with any "due diligence" examination performed by the Purchaser with respect to the business of the Company, the Sellers shall fully cooperate and provide assistance reasonably requested by Purchaser.
Full Access and Disclosure. Buyer hereby covenants and agrees with Sellers that prior to the Closing or the termination of this Agreement, Buyer shall afford to Sellers, and their counsel, accountants and other authorized representatives an opportunity to make such reasonable investigations as they shall desire to make of the business of Buyer; and Buyer shall cause its officers, employees and auditors to furnish such additional financial and operating data and other information as Sellers shall from time to time reasonably request. From time to time prior to the Closing Date, Buyer shall promptly supplement or amend information previously delivered to Sellers with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth herein or disclosed.
Full Access and Disclosure. (a) Afford to Buyer and its counsel, accountants and other authorized representatives reasonable access during business hours to the Company’s facilities, properties, books and records in order that Buyer may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Company’s, including financial statement and other audits at the sole cost and expense of Buyer; and each Seller shall cause the Company’s officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as Buyer shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Company made by the Company’s independent auditors in connection with any examination of the Company’s financial statements and books and records.
(b) Promptly notify Buyer in writing if any Seller becomes aware of any fact or condition that causes or constitutes a breach of any representation or warranty of any Seller as of the date of this Agreement, or if any Seller becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition.
Full Access and Disclosure. (a) Afford to Buyer and its counsel, accountants and other authorized representatives reasonable access during business hours to the Cathedral Group's facilities, properties, books and records in order that Buyer may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Cathedral Group's, including financial statement and other audits at the sole cost and expense of Buyer; and the Sellers shall cause the Cathedral Group's officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as Buyer shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Cathedral Group made by the Cathedral Group's independent auditors in connection with any examination of the Cathedral Group's Financial Statements and books and records.
(b) Promptly notify Buyer in writing if any Seller or the Cathedral Group becomes aware of any fact or condition that causes or constitutes a breach of any representation or warranty of any Seller or the Cathedral Group as of the date of this Agreement, or if such Seller or the Cathedral Group becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in any schedule hereto, Sellers will promptly deliver to Buyer a proposed amendment or supplement to such schedule specifying such change. No such proposed amendment or supplement to a schedule shall constitute an amendment or supplement to such schedule until Buyer shall have consented thereto. Each Seller will promptly notify Buyer of the occurrence of any breach of any covenant of Sellers in this ARTICLE 4 or ARTICLE 6 or of the occurrence of any event that may make the satisfaction of the conditions in ARTICLE 7 impossible or unlikely.
Full Access and Disclosure. During the Interim Period (a) the Company shall, and the Seller shall cause the Company to, afford, and shall use its reasonable efforts to cause the Company’s independent certified public accountants to afford, to the Purchaser and its Representatives and to financial institutions and financing sources specified by the Purchaser and reasonably acceptable to the Seller, reasonable access during normal business hours to the Company’s offices, properties, books, and records in order that the Purchaser may have an opportunity to make such reasonable investigations of the affairs of the Company and its Subsidiaries, and (b) the Company shall cause its (and its Subsidiaries’) officers, employees, and auditors to furnish such additional financial and operating data and other information, as the Purchaser may from time to time reasonably request and as is readily available to the Company. From time to time during the Interim Period, the Company shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter arising after the date of this Agreement and of which the Company has Knowledge, that if had existed or occurred as of date of this Agreement, would have been required to be set forth or disclosed in the Disclosure Schedule; provided however, such supplemental information shall not be deemed to be an amendment to the Disclosure Schedule and any Breach of the obligations in this sentence shall not give rise to the failure of any condition to Closing unless the underlying facts requiring disclosure pursuant to this sentence would have caused the condition in Section 7.2(a) to not be satisfied.
Full Access and Disclosure. (a) Seller and Corporation shall afford to the Purchaser and its counsel, accountants and other authorized representatives reasonable access during business hours to each of the Corporation facilities, properties, books and records in order that the Purchaser may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Corporation; and Seller shall cause Corporation officers, employees and auditors to furnish such additional financial and operating data and other information as the Purchaser shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Corporation made by the Seller's independent auditors in connection with any audit of Corporation.
(b) From time to time prior to the Closing Date, Seller shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth herein or disclosed.
