Other Seller’s Obligations Prior to Closing. 5.4.1 Prior to Closing each Seller shall, and shall procure that its Target Group Companies and that Seller’s Affiliates shall, allow the other Seller and its respective agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to its Target Group, provided that the obligations of each Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of that Seller and that Seller’s Group otherwise than in relation to its Target Group or (ii) commercially sensitive or other information of its Target Group if such information cannot be shared with the other Seller prior to Closing in compliance with Applicable Law (though the Seller sharing the books, records and/or documents shall seek to share such information with the other Seller to the extent and in such a manner as would comply with Applicable Law).
Other Seller’s Obligations Prior to Closing. Without prejudice to the generality of this Clause 5, prior to Closing the Seller shall, and shall procure that the relevant Vaccines Group Companies, the Seller and the Seller’s Affiliates shall allow the Purchaser and its respective agents, upon reasonable notice, reasonable access to, and to take copies of, the books, records and documents of or relating in whole or in part to the Vaccines Group, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of the Seller and the Seller’s Group otherwise than in relation to the Vaccines Group or (ii) commercially sensitive; or (iii) other information of the Vaccines Group if such information cannot be shared with the Purchaser prior to Closing in compliance with Applicable Law (though the Seller shall seek to share such information with the Purchaser to the extent and in such a manner as would comply with Applicable Law).
Other Seller’s Obligations Prior to Closing. 5.2.1 Without prejudice to the generality of Clause 5.1.1, prior to Closing the Seller shall:
Other Seller’s Obligations Prior to Closing. Without prejudice to the generality of Clause 5.1, and to the extent permitted under applicable laws (anti-trust or otherwise) prior to Closing the Seller shall:
Other Seller’s Obligations Prior to Closing. Without prejudice to the generality of clause 1.1 of Schedule 4, prior to Closing the Seller shall and shall procure that the Target Companies shall, in each case as far as the Seller is reasonably able and it is within its power and it is permitted by applicable Law from time to time:
Other Seller’s Obligations Prior to Closing. 5.8.1 The Seller shall procure that prior to Closing the Purchaser is granted reasonable access upon reasonable notice to meet with each Senior Employee in order to discuss and negotiate their terms of employment as from Closing, including, for the avoidance of doubt, the insertion of customary non-compete and non-solicitation restrictions and XXXXX and gardening leave provisions into their employment terms. For the avoidance of doubt, the agreement or failure of any Senior Employee to agree to any amendments to their employment terms shall not constitute a breach of this Agreement.
Other Seller’s Obligations Prior to Closing. 6.3.1 Each of the Sellers shall use its reasonable endeavours to facilitate contact and, if requested by the Purchaser, to procure discussions and/or meetings between the Purchaser on the one hand and BZ WBK and BZ WBK AIB Asset Management (respectively) on the other hand in order for the Purchaser to discuss any post-Closing integration plans or other issues which the Purchaser may wish to raise with the management of BZ WBK or BZ WBK AIB Asset Management.
Other Seller’s Obligations Prior to Closing. 5.8.1 Without prejudice to the generality of Clauses 5.1.1 and 5.6, prior to Closing, the Seller shall keep the Purchaser informed of any material steps and the development of the Pre-Closing Reorganisation Plan through the transition steering committee or otherwise. The Seller shall, and shall procure that the relevant members of the Seller’s Group shall, allow the Purchaser and its agents, upon reasonable notice, reasonable access to and, with the prior consent of the Seller (which shall not be unreasonably withheld, conditioned or delayed), to take copies of, the books, records and documents of or relating in whole or in part to the Group, provided that the obligations of the Seller under this Clause shall not extend to allowing access to information which is (i) reasonably regarded as confidential to the activities of the Seller’s Group and the Seller otherwise than in relation to the Group Companies or (ii) commercially sensitive information of the Group Companies if such information cannot be shared with the Purchaser prior to Closing in compliance with Applicable Law.
Other Seller’s Obligations Prior to Closing. The Sellers shall:
Other Seller’s Obligations Prior to Closing. 5.4.1 Without prejudice to the generality of Clause 5.1, prior to Second Closing the Sellers shall, and shall procure that the B Group Companies shall (and prior to First Closing only that the A Group Companies shall) allow the Purchaser and its agents and advisers, upon reasonable prior notice, reasonable access during customary business hours and accompanied by a representative of one of the Sellers, if the Sellers may reasonably require, to each Employee and to each Property, and to take at the Purchaser’s expense, copies of, the books, records and documents of or relating in whole or in part to the Group.
