Information and Access. (a) From the date of this Agreement until the Effective Time, but subject to Section 5.27, upon reasonable notice and subject to applicable Law, the Company will, and will cause its Subsidiaries, and will direct its and their officers, directors, employees, contractors, Representatives and Affiliates to, afford to the officers, employees, counsel, bankers, accountants and other authorized Representatives of Parent and the Parent Special Committee reasonable access during normal business hours and upon reasonable prior notice to all its properties, personnel, books and records for purposes of satisfying Parent’s rights and obligations under this Agreement and furnish promptly to such Persons such information concerning its business, properties, personnel and affairs as such Persons will from time to time reasonably request for purposes of satisfying Parent’s rights and obligations under this Agreement. The Company shall be entitled to have a Representative present at all times during any such inspection, and all such inspections granted pursuant to this Section 5.8 shall be subject to the Company’s reasonable security measures. Subject to the terms of this Agreement, the Company shall maintain and exercise complete control and supervision over the Company and its Subsidiaries.
(b) From the date of this Agreement until the Effective Time, subject to applicable Law, Parent shall act reasonably and in good faith in responding to such requests for information as the Company will from time to time reasonably make, to the extent reasonably necessary to enable the Company to consummate the transactions contemplated hereby in accordance with the terms herewith and consistent with the Company’s rights and obligations under this Agreement.
(c) No investigation or information provided pursuant to this Section 5.8 shall affect or otherwise obviate or diminish any representations or warranties of any Party or conditions to the obligations of any Party.
(d) Each of the Company and Parent will hold all information furnished by or behalf of the other Party or its Representatives pursuant to this Section 5.8 in confidence in accordance with the provisions of that certain Non-Disclosure Agreement, dated as of August 29, 2024 (the “Confidentiality Agreement”), by and between the Company and Parent, provided that Parent shall be permitted to provide information to A/N on a confidential basis as reasonably requested by A/N and Parent shall use reasonable best efforts to cause A...
Information and Access. From time to time at Buyer’s request upon reasonable notice and at reasonable times through the Closing, Seller will (a) provide to representatives of Buyer, Buyer’s affiliates and their financing parties and each of their agents, employees and accounting, Tax, legal and other advisors (collectively, the “Investigating Parties”): (i) access to the premises and properties of or pertaining to Seller, subject to the Investigating Parties’ execution of an appropriate access agreement; (ii) access to all accounts, insurance policies, Tax Returns and Tax records, Contracts and other books and records concerning Seller and the Business and such other relevant information and materials as may be reasonably requested (including the ability to make copies and abstracts thereof); and (iii) the opportunity to discuss the affairs, finances and accounts of Seller with Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxx Xxxxxxxx and Xxxxx XxXxxxx, and, subject to obtaining Seller’s prior written consent (which shall not be unreasonably withheld), Seller’s other management employees which would reasonably be presumed to have information which would be relevant for the purposes of conducting Buyer’s and such other Investigating Parties’ business, accounting, financial, environmental, legal and other due diligence review regarding Seller and the Business and preparing for the financing and consummation of the transactions contemplated by this Agreement and the conduct of Seller’s business and operation thereafter, and (b) Seller shall reasonably cooperate with the Investigating Parties in arranging for interviews of suppliers and customers of Seller as reasonably requested by Buyer; provided that such access does not unreasonably interfere with the normal operations of Seller; provided, further, that all requests for access shall be directed to such other person as Seller may designate from time to time.
Information and Access. (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall instruct its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Proxy Statement and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Entity applicable to the consummation of the transactions contemplated by this Agreement.
(b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, to the Company employees, properties, offices and other facilities, Contracts, books and records, in each case, solely for the purpose of effecting the Closing; provided, however: (i) neither the Company nor any of its Subsidiaries shall be required to provide such access information or documents to the extent doing so would, in the Company’s reasonable judgment or furnish such reasonably be expected to result in (A) a violation of applicable Law, (B) the disclosure of any trade secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure, (C) the breach of any contractual obligations in any Contract with a third party, (D) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings or (E) result in the disclosure of any sensitive or personal information that would expose the Company or any of its Subsidiaries to the risk of liability; provided, further, that the Company and Parent shall cooperate to develop an alternative to providing such information so as to addres...
Information and Access. 5.1 The Customer shall:
(a) provide accurate information in the Order and the Acceptance;
(b) obtain any necessary consents for the service pipe to cross land or property not belonging to the Customer (other than public highways). National Grid will on request provide without charge an acceptable standard form of consent. In carrying out the Works, National Grid shall be entitled to rely upon the Customer’s confirmation that such consents have been obtained;
(c) provide access as necessary to the Premises and third party property for the Works; and
(d) ensure that any built-in cavity meter box (when the Works involve the removing and re-fixing of a meter installation at the Premises) has been fully installed prior to commencement of the Works.
Information and Access. 5.1 The Customer shall:
(a) provide accurate information in its request for a quotation and in the Acceptance;
(b) obtain any necessary consents for the service pipe to cross land or property not belonging to the Customer (other than public highways). National Grid will on request provide without charge an acceptable standard form of consent. In carrying out the Works, National Grid shall be entitled to rely upon the Customer’s confirmation that such consents have been obtained;
(c) provide access as necessary to the Premises and third party property for the Works; and
(d) ensure that any built-in cavity meter box has been fully installed prior to commencement of the Works if the Customer has indicated to National Grid that the Customer wishes to have a built-in cavity meter box.
5.2 National Grid will assume:
(a) that the service pipe will not cross third party land (other than a public highway);
(b) that the service pipe can follow, without any obstruction and without crossing bridges, tunnels or other such similar civil engineering works the shortest direct route from the Premises to an appropriate main immediately adjacent to those Premises.
(c) that, unless the Customer indicates to the contrary, the Premises does not form part of multi-storey property;
(d) that the Works do not form part of a request for an increased load;
(e) in the event that the Customer indicates to National Grid that it will carry out excavation works itself prior to National Grid arriving at the Premises, that such excavations works will be carried out in accordance with the Quotation; and
(f) the location of the termination of the service pipe as requested by the Customer complies with all relevant laws and regulations.
5.3 Upon arrival at the Premises, National Grid shall carry out an inspection to confirm, so far as practicable, that the assumptions set out in clause 5.2 and the information provided by the Customer are correct before carrying out the Works. In the event that the information or any one or more of the assumptions are not correct, and the Customer did not draw this to National Grid's attention at the time of submitting the Acceptance, then National Grid shall be entitled to terminate the Contract immediately and will refund the Customer any part of the payment made which has not been reasonably incurred by National Grid in relation to the Works at the time of termination.
5.4 In the event that the Customer fails to comply with any part of clauses 5.1(b) to 5.1(...
Information and Access. From the date of this Agreement and continuing until the Effective Time, Parent, as to itself and Sub, on the one hand, and the Company, as to itself and its subsidiaries, on the other hand, each agrees that it shall afford and, with respect to clause (b) below, shall cause its independent auditors to afford, (a) to the officers, independent auditors, counsel and other representatives of the other reasonable access, upon reasonable advance notice, to its (and in the case of Parent, Sub's, and in the case of the Company, its subsidiaries') properties, books, records (including tax returns filed and those in preparation) and executives and personnel in order that the other may have a full opportunity to make such investigation as it reasonably desires to make of the other consistent with their rights under this Agreement, and (b) to the independent auditors of the other, reasonable access to the audit work papers and other records of its independent auditors. No investigation pursuant to this Section 5.1 shall affect or otherwise obviate or diminish any representations and warranties of any party or conditions to the obligations of any party. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or the institution in possession or control of such information or contravene any law, rule, regulations, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
Information and Access. XXXXXXX OPERATING RESOURCES will render periodic reports to and keep SPRAGUE HOLDINGS fully informed in respect to the Oil Terminal including, without limitation, the level of performance, the general condition of maintenance and reliability, qualification and training of personnel, maintenance of safety and operating records, and plans for modification of facilities or procedures in connection therewith. XXXXXXX OPERATING RESOURCES shall promptly provide SPRAGUE HOLDINGS upon request with any and all operating manuals, records, memoranda, reports, plans, designs and other documentation or information in respect to the Oil Terminal which SPRAGUE HOLDINGS deems reasonably necessary. XXXXXXX OPERATING RESOURCES will notify SPRAGUE HOLDINGS of any material problems or developments with respect to the operation and maintenance of the Oil Terminal. XXXXXXX HOLDINGS or its agents and designees shall have the right, but not the obligation, to enter upon the Oil Terminal at all reasonable times and; in a reasonable manner during ordinary business hours to examine same, provided such access shall not unreasonably interfere with the efficient maintenance and operation of the Oil Terminal as contemplated hereby.
Information and Access. (a) At any time during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company or any of its Subsidiaries, as the case may be, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)...
Information and Access. KOSAN and RWJPRI shall provide the JRC, its members and authorized representatives with reasonable access during regular business hours to all records and documents relating to the performance of this AGREEMENT which it reasonably may request in order to perform its obligations hereunder; provided that if such documents are under a bona fide obligation of confidentiality to a THIRD PARTY, KOSAN or RWJPRI, as the case may be, may withhold access thereto to the extent necessary to satisfy such obligation.
Information and Access. Coupa shall comply with Customer’s rules concerning access to computers of Customer and use of computer data and software, provided that such rules are communicated to Coupa in writing reasonable in advance of Coupa personnel having such access. Coupa shall be responsible to ensure that Customer computer data and software credentials are used only by the Coupa personnel to whom they are issued.
