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.
(b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.
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) 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. During the Pre-Closing Period, Seller and the Company shall provide Buyer and Buyer’s representatives, during normal business hours, upon reasonable advance notice and in such a manner as not to unreasonably interfere with the regular operations of Seller, the Company and the Company Subsidiaries, access to the books, records and properties of Seller, the Company and the Company Subsidiaries to the extent that such access may be reasonably requested by Buyer for the purpose of enabling Buyer to plan the integration of the business of the Company and the Company Subsidiaries into Buyer, or perform other reasonable activities related to the post‑Closing operations of the Company and the Company Subsidiaries, and to verify the accuracy of Seller, Seller Stockholders’ and the Company’s representations and warranties contained in this Agreement, subject to customary confidentiality obligations and any attorney-client privilege, attorney work product protection or other privilege associated with such information. Notwithstanding anything to the contrary contained herein, no access or disclosure pursuant to this Agreement that is restricted or limited by any COVID-19 Response by the Company or any Company Subsidiary shall be deemed to violate or breach this Section 6.4 in any way or serve as a basis for Buyer to terminate this Agreement or assert that any of the conditions to Closing contained herein have not been satisfied. Notwithstanding anything to the contrary set forth in this Agreement, Seller, the Company, each Company Subsidiary, Seller Stockholders and their Affiliates shall use reasonable best efforts to provide to Buyer any and all information and cooperation reasonably requested by Buyer and its Affiliates in connection with Closing and any due diligence required by the R&W Insurance Policy, including the provision of any certificates and any “no claims declarations” in relation to Closing
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. The Company shall afford to --------------------------------- the Purchaser and to the officers, employees, accountants, counsel, financial advisors and other representatives of the Purchaser, reasonable access during normal business hours during the period prior to the Closing Date to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to the Purchaser (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) subject to the Confidentiality Agreement, all other information concerning its business, properties and personnel as the Purchaser may reasonably request.
Pre-Closing Access to Information. From the date hereof until the Closing, except as prohibited by applicable Law, the Companies and the Shareholders shall, and shall cause all of the Companies’ officers, employees, agents, independent accountants and advisors to, furnish to Buyer and its representatives, at reasonable times and places, (i) such access to the Facilities as Buyer may from time to time reasonably request, (ii) such access to the assets, books and records of the Companies as Buyer may from time to time reasonably request, and (iii) such access to financial and operating data and other information relating to the Companies and reasonable cooperation with respect to the same as Buyer may from time to time reasonably request, including access to the work papers of the Companies’ independent auditors (with the consent of such auditors, which the Companies and the Shareholders obtained prior to the date hereof), including without limitation such data and other information as Buyer may request in connection with Buyer’s arrangement to have audited such financial statements for the Companies as Buyer is required to file with the Securities and Exchange Commission in a Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Buyer shall, at its expense, be entitled to inspect, examine, audit and photocopy all of such documents. In addition, during such period, with the prior consent of the Shareholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer and its representatives shall, at its expense, have access to (A) the Real Property for the purpose of conducting environmental investigations, and (B) the suppliers, customers, officers, employees and agents of the Companies and others having business dealings with the Companies for the sole purpose of performing Buyer’s due diligence investigation.
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. 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.
Pre-Closing Access to Information. Purchaser will refrain from imposing any undue burden upon Seller and from interfering with the operations and conduct of the Business.
