Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, upon reasonable request, with reasonable advance notice and during normal business hours, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entities; provided, however, that (v) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights shall be subject to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such c...
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, FBMS will provide to the Merger Subsidiary and Equitex and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, and will cause its officers to furnish to Equitex and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and Equitex shall from time to time reasonably request. No such examination by Equitex or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of FBMS herein expressed.
(b) Between the date of this Agreement and the Effective Date, Equitex will, and will cause each of the Merger Subsidiary to, provide to FBMS and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, and will cause its officers to furnish to FBMS and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as FBMS shall from time to time reasonably request. No such examination by FBMS or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Equitex herein expressed.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of FBMS, whether prepared by Equitex or otherwise coming into Equitex's possession, shall remain the exclusive property of FBMS and shall be promptly delivered to FBMS upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of Equitex, whether prepared by FBMS or otherwise coming into FBMS's possession...
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, the Company shall (and shall cause its officers, directors, employees, auditors and agents to) provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company and the Business and otherwise fully cooperate with the conduct of due diligence by the Purchaser and its representatives.
Inspection and Access to Information. Between the date of this Agreement and the Closing Date, Seller will provide Purchaser and its accountants, counsel and other authorized representatives full access, during reasonable business hours and under reasonable circumstances to any and all of its employees, premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Purchaser and its authorized representatives any and all financial, technical and operating data and other information pertaining to the Business, as Purchaser shall from time to time reasonably request.
Inspection and Access to Information. (a) During the period commencing on the date hereof and ending on the Closing Date, the Company shall (and shall cause its officers, Subsidiaries, directors, employees, auditors and agents to) provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives reasonable access, during reasonable hours and under reasonable circumstances, to any and all of its properties, contracts, commitments, books, records and other information of the Company and each Subsidiary (including Tax Returns filed and those in preparation) of the Company, its Subsidiaries and their Affiliates and shall cause its officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company, any Subsidiary and the Business and otherwise reasonably cooperate with the conduct of due diligence by the Purchaser and its representatives. Notwithstanding the foregoing, during the period commencing on the date hereof and ending on the Closing Date, except as provided under Section 7.11, neither the Purchaser nor any of its representatives shall contact any of the employees, customers or suppliers of the Company or any of the Subsidiaries or any of their Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail, electronic mail or other means of communication, without the authorization of the Majority Shareholder.
(b) For a period of seven (7) years from the Closing Date, the Purchaser agrees to, and shall cause the Acquired Companies to (i) use best efforts to hold (and not to destroy or dispose) the books and records of the Company and each Subsidiary relating to the period prior to the Closing in accordance with and to the extent required by applicable Laws, Contract requirements and document retention practices generally followed by the Purchaser and its Affiliates for similar types of books and records and (ii) upon prior notice by the Majority Shareholder to the Purchaser which sets forth a legitimate purpose, afford the Majority Shareholder, the Majority Shareholder’s Affiliates and their respective agents and representatives, during reasonable hours and under reasonable circumstances, reasonable access to such books and records and other data and to the employees of the Acquired Companies and the Purchaser to the extent that such access may...
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI will provide to the Merger Subsidiary and MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY shall from time to time reasonably request.
(b) Between the date of this Agreement and the Effective Date, MEDY will, and will cause the Merger Subsidiary to, provide to CADI, the CADI Shareholders, and their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI and the CADI Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may from time to time reasonably request.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completed. Each of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating to the confidential information of CADI, whether prepared by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI and shall be promptly delivered to CADI, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI or otherwise coming into CADI's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this Agreement.
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, each Party shall (and shall cause its officers, directors, employees, auditors and agents to) provide the other Parties and their accountants, investment bankers, counsel, consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the other Parties and their authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to itself and its business and otherwise fully cooperate with the conduct of due diligence by the other Parties and their representatives.
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents will, upon reasonable advance notice from the Purchaser, provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, without interfering with the operation of the business of the Company and its Subsidiaries in the Ordinary Course, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company or any of its Subsidiaries and otherwise reasonably cooperate with the conduct of due diligence by the Purchaser and its representatives.
Inspection and Access to Information the date of this Agreement and the Effective Date, Opticon will provide to the Merger Subsidiary and Parent and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, and will cause its officers to furnish to Parent and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and Parent shall from time to time reasonably request. No such examination by Parent or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Opticon herein expressed.
Inspection and Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement or the Closing, the Company will (i) provide Parent, its employees, accountants, counsel, financial advisors, lenders, auditors and other authorized representatives, upon reasonable prior notice, reasonable access, during normal business hours, to the properties, books and records of the Company, and (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request.
(b) All information provided or obtained in connection with the transactions contemplated hereby will be held in accordance with the Mutual Nondisclosure Agreement, dated July 15, 2014, between Parent and the Company (the “Confidentiality Agreement”). In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.
