Common use of Pre-Closing Access and Information Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Illinois Tool Works Inc)

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Pre-Closing Access and Information. (da) From the date hereof until the Closing Date, Parent and the Sellers shall, and shall cause the IPG Business Entities to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Parent, the Sellers and the IPG Business 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)notice, (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 directors, officers, employees, counsel counsel, accountants and financial advisors of Parent, the Sellers and the IPG Business 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 shall be provided by Parent, the Sellers and the IPG Business Entities in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that none of Parent, the Sellers or the Business Entities shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.02 unless such investigation shall be is conducted in such manner as not to unreasonably interfere with the conduct of the business of Parent, the Sellers and the IPG Business Entities.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Aleris Corp), Purchase and Sale Agreement (Signature Group Holdings, Inc.)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Adtalem Global Education Inc.)

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