Pre-Closing Access to Information. (a) Prior to the Closing, the Sellers shall, and shall cause their Subsidiaries (other than the EMEA Sellers) to, (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and other facilities and properties of the Business (excluding the EMEA Business), (ii) permit the Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request, (iii) grant the Purchaser and its representatives reasonable access to each of the facilities of the Business where Assets are located for purposes of completing an updated inventory of the fixed assets of the Business for purposes of completing an appraisal of the value thereof, and (iv) cause the officers of the Sellers to (A) after each month-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with copies of the Sellers’ standard Business review of orders and revenue as is regularly prepared in the Ordinary Course, and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with an unaudited quarter-end balance sheet for the Business as of the end of such quarter, and unaudited combined statements of earnings and cash flows of the Business for the three (3) month period then ended; provided, however, that (1) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (2) the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except as otherwise provided herein.
Pre-Closing Access to Information. From the Signing Date through the Closing Date, Company and each Seller will afford to Purchaser its Representatives access to the properties and the Books and Records of the Acquired Companies.
Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive.
Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit Purchaser and the Financing Sources to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the books, assets, properties, Contracts and records of the Acquired Companies and the Business; provided, however, that the foregoing shall not: (1) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would contravene any Legal Requirement (including those relating to data protection or privacy) or Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially reasonable efforts to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or its and their Representatives with (A) any Consolidated Return (or copy thereof), (B) information relating to businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions or any information or analysis relating to any such co...
Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries to, (i) give the Purchaser and its authorized Representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access by the Purchaser shall be conducted at Purchaser’s own expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records unless consented to by such Employee.
Pre-Closing Access to Information. Buyer shall comply with the limitations on the disclosure and use of information set forth in the Confidentiality Agreement with respect to the information that Seller provides to Buyer in and pursuant to this Agreement. Buyer shall not contact any Employee (except as otherwise provided in Section 4.1) or conduct any soil, groundwater or other environmental sampling in connection with the transactions contemplated hereby without the prior written consent of Seller. Buyer shall refrain from imposing any undue burden upon Seller and from interfering with the operations and conduct of the Business.
Pre-Closing Access to Information. (a) From the date hereof until the earlier of the Closing or the termination of this Agreement, upon reasonable advance notice, the Company shall, and shall cause its Subsidiaries to, (i) afford Buyer, its Representatives and the Debt Financing Sources (but only to the extent, in the case of the Debt Financing Sources, required in connection with the provision of the Debt Financing) reasonable access for the sole purpose of allowing Buyer to successfully transition the Business, during normal business hours and without undue interruption of the Company’s or any of its Affiliates’ normal operations of their respective business, including the Business, to all of the employees, properties, books, contracts, data and records relating to the Business, (ii) in connection with the transition of the Business, use commercially reasonable efforts to facilitate, if reasonably requested by Buyer, periodic meetings (to occur no more frequently than once per calendar month) between Buyer and its Representatives and senior management of the Business (during normal business hours and without undue interruption of the Company’s or any of its Affiliates’ normal operations; provided, that, for the avoidance of doubt, no meeting between Buyer or any of its Representatives and senior management of the Business shall occur unless a representative of the Company is present at such meeting or the Company otherwise consents in writing to such meeting proceeding without a Company representative to review monthly financial performance, capital expenditures and other operating metrics of the Business, and (iii) furnish, at Buyer’s expense, Buyer, its accountants, legal counsel, the Debt Financing Sources (but only to the extent, in the case of the Debt Financing Sources, required in connection with the provision of the Debt Financing) and other Representatives during such period all such information concerning the affairs of the Business as Buyer may reasonably request; provided, that this Section 5.04(a) shall not require the Company to provide Buyer or any of its Affiliates or any of their respective Representatives with access to any document, communication or information (x) related to the Transactions, the sale process with respect to the Business or the possible sale of the Business, (y) that the Company believes in good faith to be covered by any attorney-client work product or similar privilege or the subject of a confidentiality agreement, or (z) the disclosure of which is p...
Pre-Closing Access to Information. Each of Buyer and Buyer Parent shall comply with the limitations on the disclosure and use of information set forth in the Confidentiality Agreement with respect to the information that Quest provides to any of Buyer, Buyer Parent, their accountants or their counsel in and pursuant to this Agreement. Buyer and Buyer Parent shall refrain from imposing any undue burden upon Quest and from interfering with the operations of Quest.
Pre-Closing Access to Information. From the date hereof until the Closing Date, the Company shall, and shall cause each Subsidiary to, (a) during regular business hours, and upon reasonable notice, give each Purchaser, its counsel, financial advisors, auditors and other authorized representatives, full access to the offices, properties, books and records of the Company and the Subsidiaries upon reasonable notice by the Purchasers to Company; (b) furnish to each Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request, except to the extent that furnishing any such information or data would violate any law, order, contract or license applicable to the Company or any Subsidiary or by which any of their respective assets and/or properties is bound; and (c) instruct the employees, counsel, auditors and financial advisors of the Company or any Subsidiary to cooperate with each Purchaser in its investigation of the Company and the Subsidiaries. No investigation by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, and no information received by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company hereunder. Unless otherwise agreed to in writing by the Company, each Purchaser (for and on behalf of itself and its counsel, financial advisors, auditors and other authorized representatives) who receives any written proprietary or confidential information or data that is marked as such after the date hereof and prior to the Closing Date with respect to the Company or any Subsidiary pursuant to this Section 5.05 agrees, (i) except as required by applicable law, to keep such information or data confidential and not to disclose or reveal such information to any Person (other than the Purchaser’s counsel, financial advisors, auditors and other authorized representatives in connection with the transactions contemplated hereby), and (ii) not to use such information or data for any purpose other than in connection with the Purchaser’s ownership of Company securities and in connection with evaluating the transactions contemplated hereby. In the event that any Purchaser (or its counsel, financial ad...
Pre-Closing Access to Information. Prior to the Closing, subject to any applicable legal restrictions, such Xxxx Party shall afford Camera and its counsel, accountants and other authorized representatives, upon reasonable prior notice, reasonable access during normal business hours (when accompanied by an authorized representative of such Xxxx Party) to the information and documents relating to the properties underlying the Binding Agreements to Purchase.
