Pre-Closing Access and Information Clause Samples

Pre-Closing Access and Information. (a) From the date hereof until the Relevant Closing Date, Sapphire shall, and shall cause the other Sellers and their Subsidiaries (including the Transferred Entities) to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Sellers and their Subsidiaries (including the Transferred Entities) Relating to the Businesses and to such personnel, officers and other facilities and properties of the Transferred Entities as Buyer may reasonably request (including reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating to the Businesses as such Persons may reasonably request, including quarter and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) and (iii) cause the officers, employees, counsel and financial advisors of Sellers and their Subsidiaries (including the Transferred Entities) to cooperate with Buyer in connection with clauses (i) and (ii) above; provided that none of Sellers or their Subsidiaries (including the Transferred Entities) shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.02 unless such investigation is conducted in such a manner as to not unreasonably interfere with the conduct of the Businesses. (b) Notwithstanding the foregoing, (i) Buyer shall not, without Sapphire’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted in accordance with Privacy Requirements, to (A) personnel records of the Identified Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which is competitively sensitive to areas of the Businesses in which Buyer or its Affiliates compete with Sapphire...

Pre-Closing Access and Information. (a) Prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, subject to applicable Law, Purchaser shall be entitled, at Purchaser’s expense, to have such access to the offices, Representatives, and books, data, files, information, records, documents, correspondence and other materials of the Companies and the Transferred Subsidiaries as Purchaser may reasonably request. Any such access pursuant to this Section 7.3(a) shall be conducted or occur at reasonable times during regular business hours, as approved in advance by Seller and shall not otherwise unreasonably interfere with business or operations of Seller and its Subsidiaries; provided that any such access shall be subject to the terms and conditions of the Confidentiality Agreement; provided further that the auditors and independent accountants of Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. (b) The foregoing shall not require Seller or Seller’s Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller or any Affiliate of Seller is subject. (c) Within ten (10) Business Days following execution of this Agreement, Seller shall make available to Purchaser (i) true and correct copies of all customer complaints received by ▇▇▇▇▇▇ ▇▇▇▇▇▇ since January 1, 2009 and relating to ▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇ ▇▇▇▇▇▇’▇ current or former Associated Persons (other than any customer complaints relating to any RMK Fund) and all responses and other correspondence relating thereto, and (ii) true and correct copies of all reports on Forms U-4 and U-5 filed with respect to an Associated Person of ▇▇▇▇▇▇ ▇▇▇▇▇▇ since January 1, 2009.

Pre-Closing Access and Information. (a) Subject to Section 6.1 and the terms of the Confidentiality Agreement and upon reasonable advance notice, Seller and the Company shall grant, or cause to be granted to, Buyer and its Representatives reasonable access during Seller’s normal business hours throughout the period beginning on the Execution Date through the Closing Date (the “Interim Period”) to the Transferred Assets and the Books and Records and other information relating to the Employees and the Transferred Assets (subject to Seller’s reasonable operational and safety procedures, any applicable confidentiality agreements, legal restrictions and legal privileges) for the purpose of inspecting the same. Notwithstanding the preceding sentences to the contrary, nothing in this Agreement shall be construed to permit Buyer or its Representatives to have access to any files, records, Contracts or documents of Seller, its Affiliates or Representatives relating to (A) Seller’s or its Affiliates’ inter-company or intra-company product pricing information, internal transfer prices, hedging activity records and business valuation procedures and records, (B) any bids relating to the Transaction, (C) any of the Excluded Assets, and (D) the negotiation or execution of this Agreement. (b) Notwithstanding anything contained in the Confidentiality Agreement to the contrary, during the Interim Period, Seller and the Company shall provide Buyer and its Representatives with reasonable access to the Employees and the opportunity to present employment information to such Employees during normal business hours in order to discuss post-Closing employment matters. A Representative of Seller shall have a right to attend such meetings, provided that such Representative agrees to a confidentiality undertaking in favor of Buyer with respect to any information disclosed by ▇▇▇▇▇ in such meetings.

Pre-Closing Access and Information. From the date hereof until the Closing Date, Parent and the Sellers shall, and shall cause the IPG Entities to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Parent, the Sellers and the IPG Entities relating to the Business and to such personnel, officers and other facilities and properties of the IPG Entities as Buyer may reasonably request during normal business hours and upon reasonable prior written notice (which may be provided via e-mail), (ii) furnish to Buyer and its Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) cause the employees, counsel and financial advisors of Parent, the Sellers and the IPG Entities to cooperate with Buyer solely in connection with clauses (i) and (ii) above; provided, that Buyer acknowledges that such books and records, data and other information may be provided by Parent, the Sellers and the IPG Entities in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that such investigation shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of Parent, the Sellers and the IPG Entities.

Pre-Closing Access and Information. During the Pre-Closing Period, the Seller and the Company shall, and shall cause the members of the Company Group to, (i) afford to the Purchaser and the Purchaser’s Representatives reasonable access during normal business hours upon reasonable prior notice, to the properties, offices, personnel, facilities, books and records of the Company Group, (ii) furnish to the Purchaser and the Purchaser’s Representatives such information concerning the business, properties, contracts, personnel, books and records, as may be reasonably requested from time to time by the Purchaser and (iii) provide such cooperation as may be reasonably requested by the Purchaser in order to facilitate the integration and transition of ownership of the Company Group’s business and operations at the Closing. Notwithstanding the foregoing, no member of the Company Group shall be required to provide access to or to disclose information (x) the disclosure of or access to which is prohibited under applicable Law (including any Antitrust Law); provided that such Company Group member has used commercially reasonable efforts to seek to provide access to such information in a manner that does not violate such prohibition, or (y) the disclosure of which would cause the Seller or any member of the Company Group to waive its attorney-client privilege with respect to such information; provided that the Seller or such Company Group member has used commercially reasonable efforts to seek to provide access to such information in a manner that does not waive such privilege.

Pre-Closing Access and Information. From the date hereof until Closing, Seller will, and will cause its representatives to, give Veritek and Veritek’s representatives reasonable access during normal business hours to, and make available documents, records, work papers and information with respect to, the properties, assets, books, contracts, commitments, reports and records relating to the Business, as Veritek shall from time to time reasonably request. In addition, Seller will permit Veritek and its representatives reasonable access to such personnel of the Business during normal business hours and upon reasonable notice as may be reasonably necessary or useful to Veritek in its review of the properties, assets and business affairs of the Business and the above-mentioned documents, records and information.

Pre-Closing Access and Information. During the term of this Agreement, the Company shall give the Purchaser and its accountants, counsel, consultants, employees and agents, reasonable access, during normal business hours and upon reasonable notice, to all documents and information, with respect to the Company's properties, assets, books, contracts, commitments, reports and records (except for confidential information or privileged documents), as

Pre-Closing Access and Information. (a) From the date hereof until the Closing Date, Seller shall, and shall cause the Company and the Company Subsidiaries to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of the Company and the Company Subsidiaries during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information relating to the Company and the Company Subsidiaries as such Persons may reasonably request and (iii) cause the employees, counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with Buyer solely in connection with clauses (i) and (ii) above; provided that Buyer acknowledges that such books and records, data and other information shall be provided by Seller, the Company and the Company Subsidiaries in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that none of Seller, the Company or the Company Subsidiaries shall be required to (x) provide access or information related to individual hotel properties or (y) facilitate or cooperate with any investigation pursuant to this Section 5.02 unless, with respect to (i) and (ii), such access or investigation is conducted in such manner as not to unreasonably interfere with the conduct of the business of Seller, the Company and the Company Subsidiaries; provided, further, that any such access pursuant to this Section 5.02 must be coordinated through Seller’s Chief Financial Officer and Chief Accounting Officer. (b) Notwithstanding the foregoing, (i) prior to the Closing Date Buyer shall not have access to (A) personnel records of the Company Employees, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information to the extent that the disclosure of which could, in the reasonable opinion of the Seller, subject Seller, the Company, the Company Subsidiaries or any of their respective Affiliates or direct or indirect equity holders to risk of Liability and (B) any properties of Seller, the Company, the Company Subsidiaries or any of their respective Affiliates or direct or indirect equity holders for purposes of conducting any environmental sampling or testing and (ii) Seller, the Company, the Company Subsidiaries and their respective Affiliates or direct or indirect equity holders may withhold (A) any ...

Pre-Closing Access and Information. (a) From the date hereof until the Closing Date, Seller will, and will cause the DVU Transferred Entities to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Seller and the DVU Transferred Entities relating to the University and to such personnel, officers and other facilities and properties of the DVU Transferred Entities as Buyer may reasonably request during normal business hours and upon reasonable prior written notice (which may be provided via e-mail), (ii) furnish to Buyer and its Representatives such financial and operating data and other information relating to the University as such Persons may reasonably request and (iii) cause the employees, counsel and financial advisors of Seller and the DVU Transferred Entities to cooperate with Buyer solely in connection with clauses (i) and (ii) above; provided, that, Buyer acknowledges that such books and records, data and other information may be provided by Seller and the DVU Transferred Entities in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that such investigation will be conducted in such manner as not to unreasonably interfere with the conduct of the business of Seller and the DVU Transferred Entities. (b) Notwithstanding the foregoing, (i) Buyer will not have access to (A) personnel records of the University Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information in which Seller believes in good faith is sensitive or the disclosure of which could subject Seller, the DVU Transferred Entities or any of their respective Affiliates to risk of Liability, (B) any facilities or properties of Seller, the DVU Transferred Entities or any of their respective Affiliates for purposes of conducting any environmental sampling or testing, (C) any information to the extent relating to the Retained Businesses, or (D) any Seller Group Tax Return or any work papers related thereto, and (ii) Seller and the DVU Transferred Entities and their respective Affiliates may withhold (A) any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, and (B) any document or information, the disclosure of which could reasonably be expected, ...