Pre-Closing Access and Information. (d) 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. Subject to the provisions of that certain agreement between Seller and Buyer with respect to confidentiality dated November 11, 2015 (the “Confidentiality Agreement”), Applicable Laws and upon reasonable notice, Seller shall use Commercially Reasonable Efforts to provide to Buyer, or cause to be provided to Buyer, access during normal business hours throughout the Interim Period to the Purchased Terminal Facilities, and shall provide Seller (and its external auditors and accountants, to the extent necessary for financial reporting purposes) access to the Books and Records and other data and information relating exclusively to or used exclusively in connection with the operations of the Purchased Terminal Facilities in Seller’s possession or control (“Data”); provided that, Buyer shall not have the right to conduct any environmental sampling or testing at or around the Purchased Assets. During the Interim Period, Seller shall use Commercially Reasonable Efforts to furnish to, or cause to be furnished to, Buyer and its representatives all Data which may reasonably be requested by Buyer and shall use Commercially Reasonable Efforts to make available, or cause to be made available, such personnel of Seller during normal business hours as may reasonably be requested for the furnishing of such Data; and further provided that Data shall not include any (i) data or information relating to Seller’s operations or businesses other than the Purchased Assets, or (ii) data or information subject to legal privilege or obligations of confidentiality owed to Third Parties. During the Interim Period, Buyer shall not contact or communicate with any employees of Seller or Seller’s Affiliates, or any customers of, distributors of or suppliers of the Purchased Terminal Facilities without Seller’s prior written consent; provided that, for the avoidance of doubt, as long as Buyer or any Affiliate of Buyer does not disclose or use Confidential Information (as that term is defined in the Confidentiality Agreement) contrary to the terms of the Confidentiality Agreement, neither Buyer nor any Affiliate of Buyer shall be restricted in its ability to have contact with any customer, distributor or supplier of Seller or Seller’s Affiliates to the extent Buyer or any Affiliate of Buyer has an existing relationship with such party. Buyer shall indemnify and hold Seller Group harmless against any and all Losses suffered in connection with the exercise of Buyer’s rights under this Section 6....
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.
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.
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.
Pre-Closing Access and Information. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Buyer and its Affiliates shall be entitled, including through its and their Representatives, to make such reasonable investigation of the Transferred Assets, Assumed Liabilities and services to be provided pursuant to the Transition Services Agreement and such examination of the Records to the extent related thereto, and to receive such reasonable information, including financial information, as it reasonably requests and to make extracts and copies of such Records, including reasonable access to customary supporting information, data and documentation necessary for the preparation of Buyer’s financial reports. Any such investigation and examination shall be conducted after reasonable advance notice under reasonable circumstances and shall be subject to any restrictions under applicable Law and this Agreement. Seller shall, and shall cause its Affiliates and its and their respective Representatives to, cooperate with Buyer and its Affiliates and its and their respective Representatives in connection with such investigation and examination, and Buyer and its Affiliates and its and their respective Representatives shall cooperate with Seller and its Affiliates and its and their respective Representatives and shall use their reasonable best efforts to minimize any disruption to the Wireless Business. This Section 5.6 shall not entitle Buyer, its Affiliates or its Representatives to (a) contact any Third Party doing business with Seller except in the ordinary course of business unrelated to the Transaction, (b) access the properties or records of any such Third Party, (c) conduct samples, tests or otherwise analyze any air, soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation of any of the properties of Seller or its Affiliates, (d) have access to, or require Seller or any of its Affiliates or Representatives to disclose, any information if Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, are adverse parties in a Proceeding and such information is pertinent thereto (without limiting any right to discovery) or (e) have access to, or require Seller or any of its Affiliates or Representatives to disclose, any information if such access or disclosure would (i) violate any obligation of confidentiality to which ...
Pre-Closing Access and Information. (a) In addition to the access provided pursuant to Section 5.19(d), from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated in accordance with its terms, Seller shall, and shall cause the Equity Sellers, the XX Xxxxxxx, the Asset Sellers, the Transferred Entities and the JV Entities (subject to Seller’s express rights to exercise control over each such JV Entity, which Seller agrees to exercise to comply as fully as possible with this Section 5.03(a)) to, afford Buyer and its Representatives reasonable access to (i) the Transferred Books and Records, the Real Property, and the Shared Corporate Contracts, (ii) such other information primarily used, or held for use in, the Business as such Persons may reasonably request, and (iii) the senior employees, counsel and financial advisors of Seller, to cooperate with Buyer solely in connection with clauses (i) and (ii) above, in each case during normal business hours and upon reasonable prior written notice; provided, that Buyer acknowledges that such access shall be provided by Seller, in such manner determined by Seller in its reasonable discretion; provided, further, that all such requests shall be coordinated through such representatives as shall be mutually agreed from time to time between the Parties; provided, further, that none of Seller or any of its Subsidiaries shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.03 unless such investigation is conducted in such manner as not to unreasonably interfere with the conduct of the business of Seller and its Subsidiaries.
Pre-Closing Access and Information. (a) Subject to Section 6.1, and upon reasonable advance written notice, Seller shall grant, or cause to be granted to, Buyer and its Representatives reasonable access during Buyer’s normal business hours throughout the period beginning on the date hereof through the Closing Date (the “Interim Period”) to the Acquired Assets and the books and records and other information relating to the Employees and to the Acquired Assets (subject to any applicable confidentiality agreements, legal restrictions and legal privileges) for the purpose of inspecting the same. During the Interim Period, Seller shall use all commercially reasonable efforts to (i) furnish, or cause to be furnished to, Buyer and its Representatives all data and information concerning the Acquired Assets that may reasonably be requested by Buyer, and (ii) make available, or cause to be made available, to Buyer and its Representatives, such personnel and Employees of Seller and its Affiliates as may reasonably be requested. 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 or its Affiliates relating to (A) Seller’s or its Affiliates’ inter-company or intra-company feedstock and product pricing information, internal transfer prices, hedging activity records and business inventory valuation procedures and records, (B) any bids relating to the transactions contemplated by this Agreement and the Ancillary Agreements, (C) any of the Excluded Assets, and (D) the negotiation or execution of this Agreement.
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, in connection with the Transactions and preparations for the transition of ownership of the Company Group at the Closing, or for purposes of the Purchaser’s confirmatory due diligence, (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 (A) provide access to or to disclose information (x) the disclosure of or access to which that the Seller reasonably believes (after conferring with counsel) is prohibited under applicable Law (including any Antitrust Law and data protections Laws, rules or regulations); provided, that such Company Group member has used reasonable best 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 or (B) conduct or permit the Purchaser to conduct any environmental sampling at any real property owned or leased by the Company Group, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions.
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
