Investigation of Business; Access to Properties and Records. (a) After the date hereof, the Company and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs of the Company and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing.
(b) Any information provided to Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated September 16, 1996 by and between the Company and Universal Outdoor Holdings, Inc., which is hereby incorporated in this Agreement as though fully set forth herein. Following the Closing each Seller shall hold in confidence all knowledge and information of a secret or confidential nature with respect to the business of the Company and the Subsidiaries and shall not disclose or publish the same without the consent of the Buyer, except to the extent that such information shall have become public knowledge other than by breach of the Agreement by such Seller or except as otherwise required by law.
(c) Buyer agrees to (i) hold all of the books and records of the Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least 60 days prior to such destruction or disposition to surrender them to MLCP (or MLCP's successors or assigns) and (ii) following the Closing Date to afford MLCP (or MLCP's successors or assigns...
Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, Phillips and Chevron shall cauxx X Xxxm and C Chem, respectively, to afford to representatives of the other Party reasonable access to their offices, properties, books and records, during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairs; provided, however, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel or operations of Phillips or P Chem, or Chevrxx xx X Chem, respectively. All requests for access to the offices, properties, books, and records relating to P Chem or C Chem shall be made to such representatives as may be designated in writing by Phillips or Chevron, as approxxxxxx (the "Designated Representatives"), which Designated Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Phillips nor Chevron nor thexx xxxxxctive representatives shall contact any of the employees, customers or suppliers of the other Party and its Subsidiaries, in connection with the transactions contemplated by this Agreement and the Amended LLC Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent shall not be unreasonably withheld.
(b) Any information provided to a Party or its representatives pursuant to this Agreement or the Amended LLC Agreement shall be held by such Party and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement and the Amended LLC Agreement, as applicable. From and after the Closing, each Party shall, and shall cause its Affiliates to, maintain in confidence and not use nonpublic information of the other Party, except as otherwise specifically permitted by this Agreement or the Amended LLC Agreement or as required by law.
(c) Except as contemplated by this Agreement and the Amended LLC Agreement, each of Phillips and Chevron agrees, axx xxxxxs to cause its representatives not to, until the earlier of the Closing or termination of this Agreement in accordance with its terms, not to (i) enter into any agreement with any third party, or engage in any discussions with attorneys, investment bankers, other advisors or representatives, or any third party, regarding a transact...
Investigation of Business; Access to Properties and Records. Prior to the Closing, Seller shall give to Buyer and its legal counsel, accountants and other representatives full access during normal business hours to all of the Assets for inspection (including environmental inspection), and to the books, contracts, commitments and records of the Business, and shall permit them to consult with management employees of the Business to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Business. In any on-site inspection by Buyer or its representatives of the Real Property, Buyer shall indemnify, save and hold Seller harmless from all claims asserted by Buyer, its agents, servants, employees and contractors and all other third parties for injuries to person or property arising out of or in any way connected with Buyer’s entry onto the Real Property for such inspection. Following the inspection, Buyer shall restore the property to substantially the condition that existed prior to Buyer’s entry thereon, if Buyer fails to purchase the Real Property. Buyer shall protect and safeguard all holes, excavations, stakes, ropes, lines and other devices placed by Buyer or its agents, servants, employees or contractors on or in the Real Property. Buyer shall not permit any liens to be attached to or affixed upon the Real Property as a result of any such inspection by Buyer or its agents, servants, employees or contractors. Notwithstanding any of the above provisions, nothing herein shall require Buyer to indemnify or hold Seller harmless with respect to, or repair, restore or remediate, any condition which is on, in or under the Real Property and not caused by Buyer, its agents, servants, employees or contractors.
Investigation of Business; Access to Properties and Records. Prior to the Closing, Seller shall give to Buyer and its legal counsel, accountants and other representatives, following reasonable notice and as often as may reasonably be requested, full access during normal business hours to all of the Purchased Assets for inspection, and shall permit them to consult with management employees, and with key customers and suppliers as mutually agreed by Seller and Buyer, to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Business and the purchased assets.
Investigation of Business; Access to Properties and Records. (a) Subject to restrictions contained in confidentiality agreements to which Seller or Xxxxxx is subject with respect to any information relating to any third party, prior to the Closing Seller shall give to Buyer and its legal counsel, accountants and other representatives reasonable access during normal business hours to all of the Purchased Assets for inspection (including environmental inspection), and to the books, contracts, commitments and records of the Xxxxxxx Operations (excluding personnel files and employee medical records), and shall permit them to consult with management employees of the Xxxxxxx Operations to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Xxxxxxx Operations.
(b) Any information provided to or obtained by Buyer or its representatives pursuant to this Agreement shall be held by Buyer and its representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement dated October 1, 1996 by and between Georgia-Pacific Corporation (``eorgia-Pacific'') and Buyer, a copy of which is attached as Exhibit 4.1(b). ---------------
Investigation of Business; Access to Properties and Records. From the date hereof through the Closing, Pillsbury and Diageo shall, and shall cause their respective Subsidiaries to, afford to General Xxxxx and General Xxxxx' accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Xxxxx may make reasonable investigations of the affairs of the Business and the Business Entities.
Investigation of Business; Access to Properties and Records. (a) After the date of this Agreement, to the extent reasonably requested, upon reasonable advance notice and subject to applicable Law, the Company shall afford to the officers, employees and authorized representatives of Parent (including its attorneys and accountants and any financial institution providing or proposing to provide or underwrite financing in connection with the transactions contemplated hereby) reasonable access during normal business hours to the properties, books, contracts, commitments, personnel, financial and operating data and records of the Company and its Subsidiaries, and shall furnish to Parent or its authorized representatives, such additional information concerning the Company, its Subsidiaries and their properties, assets, employees, businesses and operations as shall be reasonably requested. Parent and Merger Sub covenant that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company or its Subsidiaries.
(b) Any information provided to Parent or Merger Sub or their respective representatives pursuant to this Agreement shall be held by Parent, Merger Sub and their representatives in accordance with, and shall be subject to the terms of that certain Confidentiality Agreement, dated as of July 2, 2009 by and between the Company and Parent (the "Confidentiality Agreement"), which is hereby incorporated in this Agreement by reference as though fully set forth in this Agreement and shall continue in force until the Effective Time, at which time such Confidentiality Agreement shall terminate; provided that Parent, Merger Sub and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Governmental Approvals, the Company Required Governmental Approvals and the Company Shareholder Approval; provided further that if this Agreement is terminated in accordance with Article IX of this Agreement prior to the Effective Time, the Confidentiality Agreement shall remain in full force and effect, in accordance with its terms.
Investigation of Business; Access to Properties and Records. (a) Prior to the Closing Date, Seller shall and shall cause the Companies and the Subsidiaries to, and Parent shall, afford to representatives of the other party full access to their respective personnel, offices, plants, properties, books and records during normal business hours, in order that Seller and Parent may have full opportunity to make such investigations as such party desires of the affairs and assets of Parent, on the one hand, or the Companies and Subsidiaries on the other hand; provided, however, that such investigation by Seller and Parent shall not unreasonably disrupt the personnel and operations of Parent, on the one hand, or the Companies or Subsidiaries, on the other hand.
(b) At the Closing or as soon thereafter as practicable, Seller will deliver or cause to be delivered to TH USA and THEH all corporate records of the Companies and Subsidiaries, and all other original (or copies thereof, if originals are not immediately available) agreements, documents, books and records relating to the businesses of the Companies and the Subsidiaries.
Investigation of Business; Access to Properties and Records. Prior to the Closing or termination of this Agreement, the Sellers shall cause the Company to give to the Buyer and its legal counsel, accountants, lenders and other representatives reasonable access during normal business hours to all of the Company's and the Subsidiaries' properties (including books, contracts, commitments and records) for inspection (including financial, legal and environmental), and shall permit them to consult with each Seller and with management employees of the Company and the Subsidiaries to allow the Buyer full opportunity to make such investigations as are necessary to review the affairs of the Company and the Subsidiaries. If, prior to Closing, the Buyer discovers any breach by any Seller or the Company of any representation or warranty contained in this Agreement or any circumstances or condition that would constitute such a breach, the Buyer will notify the Sellers promptly of such facts known to the Buyer and the nature of the breach.
Investigation of Business; Access to Properties and Records. The Company shall grant Parent and its accountants, counsel and other representatives reasonable access during normal business hours during the period prior to the Closing, upon reasonable notice to the Company and subject to supervision by the Company or its agents, to (i) all of the properties, books, Tax Returns (as provided in Section 4.9(g), Contracts, commitments and records, patent application files and appropriate personnel of the Company and its Subsidiaries and (ii) all other information concerning the business of the Company and its Subsidiaries, their respective properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide access to any information or documents that would, in the reasonable judgment of the Company, materially violate any applicable Legal Requirement (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents and that thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to cause such a violation).
