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 Xxxxxx Xxxxxx since January 1, 2009 and relating to Xxxxxx Xxxxxx or any of Xxxxxx Xxxxxx’x 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 Xxxxxx Xxxxxx since January 1, 2009.
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) 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 Xxxxx 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. (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 Seller’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 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 1. 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 2. 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. 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 Seller will 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, properties, assets, books, contracts, commitments, reports and records (except for confidential information or privileged documents) that relate to the Analyst Business, as the Purchaser may from time to time reasonably request. In addition, the Seller will permit the Purchaser and its accountants, counsel, consultants, employees and agents, reasonable access to such personnel of the Analyst Business during normal business hours and upon reasonable notice as may be necessary to the Purchaser in its review of the properties, assets and business affairs of the Analyst Business.
Pre-Closing Access and Information. Subject to the provisions of the letter agreement between Buyer and BP Pipelines (North America) Inc. with respect to confidentiality dated on February 10, 2010 (the “Confidentiality Agreement”) 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 period between the date of this Purchase Agreement and the Closing Date to the Purchased Assets, and to the Books and Records and other data and information relating exclusively to or used exclusively in connection with the operations of the Purchased Pipeline Systems 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 this 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 BP Group 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 this period, Buyer shall not contact or communicate with any employees of, customers of (including shippers), distributors of or suppliers of Seller without Seller’s prior written consent, except as necessary in Buyer’s Ordinary Course of Business.
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
