Mutual Access. (a) For purposes of furthering the transactions contemplated hereby, each of the Company and Parent shall afford the other party and (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors and agents and other representatives (such persons described in this clause (ii), collectively, “Representatives”) of such other party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request, and Parent and its Subsidiaries, as the Company may reasonably request, as the case may be. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such party or any of its Subsidiaries or would constitute a violation of any applicable Law. The foregoing notwithstanding, neither the Company nor Parent, nor any of their respective officers, employees or Representatives, shall be permitted to perform any onsite procedures (including an onsite study) with respect to any property of the other party or any of the other party’s Subsidiaries without the other party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).
(b) The parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Evaluation Material,” as such term is used in, and shall be treated in accordance with, the confidentiality agreement, dated as of May 12, 2011, among the Company, ETP and Parent (the “Confidentiality Agreement”).
Mutual Access. (a) For purposes of furthering the Transactions, each of the Company and the Linn Parties shall afford the other party and (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors, financing sources and agents and other Representatives of each such party reasonable access during normal business hours, throughout the period prior to the earlier of the LinnCo Effective Time and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information regarding such party and its Subsidiaries, as such other party may reasonably request. Notwithstanding the foregoing, no party shall be required to afford such access if it would unreasonably disrupt the operations of the other party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such party or any of its Subsidiaries or would constitute a violation of any applicable Law. No party or any of its officers, employees or Representatives shall be permitted to perform any onsite procedures (including an onsite study or any invasive testing or sampling) with respect to any property of another party or any of its Subsidiaries without the prior written consent of such party.
(b) The parties hereto hereby agree that all information provided to them or their respective officers, directors, employees or Representatives in connection with this Agreement and the consummation of the Transactions shall be governed in accordance with the confidentiality agreement, dated as of January 3, 2013, between the Company and Linn (the “Confidentiality Agreement”).
Mutual Access. The Project Company shall provide the Buyer with access to the Site and the Buyer shall provide the Project Company with access to the Interconnection Facilities (and each case including other property to which a Party has rights of access by way of lease or licence in connection with the Project) at reasonable hours, subject to compliance with applicable Health and Safety Legislation and security requirements and upon reasonable notice for any reasonable purpose in connection with the performance of the obligations imposed on a Party by this Agreement or the Codes.
Mutual Access. 5.1.1 Until the Closing, at the request of ILD, the Interlink Cos. will give the officers, attorneys, accountants and other authorized representatives of ILD access, during normal business hours and upon reasonable notice, to all of the offices, facilities, properties and personnel of the Interlink Cos. The Interlink Cos. shall furnish the representatives of ILD during such period with all such information as such representatives may reasonably request and cause the employees, accountants and attorneys of the Interlink Cos. to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to ILD of all material facts affecting the Interlink Cos. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation or business of the Interlink Cos.
5.1.2 Until the Closing, at the request of the Interlink Cos., ILD will give the officers, attorneys, accountants and other authorized representatives of the Interlink Cos. access, during [6~ normal business hours and upon reasonable notice, to all of the offices, facilities, properties and personnel of ILD. ILD shall furnish the representatives of the Interlink Cos. during such period with all such information as such representatives may reasonably request and cause the employees, accountants and attorneys of ILD to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Interlink Cos. of all material facts affecting ILD. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation or business of ILD.
Mutual Access. 8.2.1 Each Party (“Party X”) shall provide the other Party (“Party Y”) with access to Party X’s property:
(a) at reasonable hours, and upon reasonable notice for any reasonable purpose in connection with the performance of the obligations imposed on Party Y by this Agreement or the Grid Code; and
(b) at any time without notice for the purpose of preventing or mitigating Emergency Conditions.
8.2.2 Each Party ("Indemnitor") shall indemnify the other Party ("Indemnified Party") against all costs and liabilities incurred as a result of access to the Indemnified Party’s property made by the Indemnitor (or its personnel or contractors), except to the extent that such costs and liabilities are incurred also as result of the negligence of the Indemnified Party (or its personnel or contractors).
Mutual Access. Sellers on the one part and Newport and Buyer on the other part (a “Requesting Party”) shall give to each other and their representatives, from and after the Effective Date, on prior written request therefor from the Requesting Party or such representatives, such reasonable access during normal business hours to the premises, employees, agents and consultants of Parent, the Companies, the Subsidiaries, Newport and the Buyer, as the case may be, and such copies of the financial statements, books and records, and contracts and leases and other documentation of the Companies, the Subsidiaries, Newport and the Buyer, as the case may be, so as to enable the Requesting Party to inspect and evaluate all aspects of the business and operations, assets, operating results, financial condition, future prospects, capitalization, ownership, and legal and regulatory affairs of the Companies, the Subsidiaries, Newport and the Buyer, as the case may be, and to verify the accuracy of the information heretofore furnished to the Requesting Party, and the representations and warranties made in this Agreement, by Parent and the Companies on the one part and Newport and Buyer on the other part with respect to the foregoing matters.
Mutual Access. During the period commencing with the date of this Agreement and ending at the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7 (the “Pre-Closing Period”), Parent and Company on reasonable notice from the other party shall afford to such other party and its officers, agents and counsel access at times and upon conditions reasonably convenient to Parent or Company as applicable reasonable access to the properties, books, records, contracts and documents of Parent and Merger Sub, and/or of Company, as applicable, an opportunity to make such reasonable investigations as they shall desire to make of Parent and Merger Sub; and Parent and Company shall furnish or cause to be furnished to the other party and its authorized representatives all such information with respect to the business and affairs of Parent and Merger Sub or of the Company, as applicable, as the other party and its authorized representatives may reasonably request and make the officers, employees, auditors and counsel of Parent and Merger Sub or Company, as applicable, reasonably available for consultation and permit access to other third parties as reasonably requested by the other party for verification of any information so obtained.
Mutual Access. (a) For purposes of furthering the Transactions, each of AgEagle and Parent shall afford the other party and (i) the officers and employees and (ii) the accountants, consultants, legal counsel, financial advisors, financing sources and agents and other Representatives of each such party reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time and the Termination Date, to its and its Subsidiaries’ personnel and properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the requirements of applicable Laws and with such additional accounting, financing, operating, environmental and other data and information regarding such party and its Subsidiaries, as such other party may reasonably request. Notwithstanding the foregoing, no party shall be required to afford such access if it would unreasonably disrupt the operations of the other party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is a party, would cause a risk of a loss of privilege to such party or any of its Subsidiaries or would constitute a violation of any applicable Law.
(b) The parties acknowledge that AgEagle and Parent have previously executed that certain letter of intent, dated June 30, 2017,which included certain binding confidentiality provisions (the “Confidentiality Provisions”). Such provisions will continue in full force and effect in accordance with their terms. The AgEagle Principal Shareholder hereby agrees to be bound by the terms and conditions of the Confidentiality Provisions to the same extent as though the AgEagle Principal Shareholder was a party thereto. Confidential information shall include information relating to the Merger or this Agreement received by AgEagle, Parent, and the AgEagle Principal Shareholder after the Closing or relating to the period after the Closing
Mutual Access. The parties agree to allow each other terminal access to the systems (mainframe and other) shown in Attachment A in order to administer ASFC's business. Access to all other systems will be terminated as of the Closing Date, except as otherwise agreed to by the parties hereto.
Mutual Access. The parties agree to allow each other terminal access to the systems (mainframe and other) shown in Attachment A in order to administer ICI's business. Access to all other systems will be terminated as of the Closing Date, except as otherwise agreed to by the parties hereto.
