Purchaser’s Access. (a) The Purchaser agrees that, except for the inspection of the Unit pursuant to clause 4.1(a), the Purchaser shall not be allowed access to the Unit prior to the Actual Completion Date without the prior written consent of the Seller which consent may be withheld in the Seller’s absolute discretion.
Purchaser’s Access. At all reasonable times and upon the request ------------------ by Purchaser, Seller shall grant to Purchaser and its engineers, architects and other agents or representatives of Purchaser, access to the Improvements for the purpose of making a physical inspection thereof, and each of its component parts; provided, however, all such persons shall comply with reasonable safety requirements of Seller, and Seller shall have no liability or obligation to any of such persons for any injury or loss suffered while said persons are upon the Improvements. Purchaser shall restore the Land to its condition existing immediately before Purchaser's entry upon the Land, and Purchaser shall indemnify and defend Seller against and hold Seller harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements (collectively, "Claims"), in any manner ------ arising from or caused by Purchaser in connection with entry on the Land by Purchaser pursuant hereto; provided, however, Purchaser's foregoing obligations shall not include any obligation or duty with respect to Claims (including Claims that the Land has declined in value) arising out of, resulting from or incurred in connection with (I) the discovery or presence of any Hazardous Substances on the Land not brought on the Land by Purchaser or the Release (other than by Purchaser) of any Hazardous Substances on the Land, or (ii) the results, findings, tests or analyses of Purchaser's environmental investigation of the Land.
Purchaser’s Access. After the Closing, CHP and Sellers agree that they shall give, or cause to be given, to Purchaser and its respective successors and representatives, during normal business hours and at the expense of Purchaser or its successors or representatives, such access to the properties, titles, contracts, books, records, files, documents and affairs maintained with respect to MHP or an MHP Affiliate as is reasonably necessary to allow Purchaser or its successors to obtain information in Sellers’ possession for any lawful purpose, including but not limited to filing of reports and to respond to any claims, demands, audits, suits or matters of a similar nature made by or against Purchasers as the new owner and operator of the Healthcare Facilities, and at the expense of Purchaser or its successor, to make copies of such information to the extent reasonably necessary; provided, however, that Purchaser hereby agrees that in the event it or its successor gains access to information relating to Sellers, it or its successor will not, unless required by law or order of any court of competent jurisdiction, disclose or divulge to any third party or otherwise use against the interests of Sellers any of such information. Sellers agree to retain all such contracts, books, records, files and documents for a period of seven (7) years after the Closing Date.
Purchaser’s Access. Subject to applicable Law and upon reasonable notice, Novartis will, and will cause its Affiliates to, cooperate with the Purchaser and its authorized representatives (including legal counsel and independent accountants) to provide access at reasonable business hours prior to the Closing Date to the Data and Books and Records and will instruct its employees, counsel and other representatives to cooperate with the Purchaser in its investigation of the Business. On and after the Closing Date, Novartis will afford the Purchaser and its authorized representatives (including legal counsel and independent accountants) reasonable access to its books of account, financial and other records, information, employees and auditors only to the extent necessary for the Purchaser to defend against, respond to or otherwise participate in any audit, investigation, dispute or litigation relating to the Transferred Assets or reasonably necessary in connection with Novartis’ obligations under Clause 16.2(b); provided that any such access by the Purchaser shall not unreasonably interfere with the conduct of the business of Novartis. After the Closing Date, to the extent audited and/or unaudited financial information relating to the Business with respect to any period prior to Closing is required by any Governmental Entity in connection with Purchaser’s and its Affiliates’ reporting obligations under the Securities Exchange Act of 1934, as amended, or in connection with any registration statement filed by the Purchaser or any of its Affiliates under the Securities Act of 1933, as amended, at Purchaser’s request, Novartis will, and will cause its Affiliates to, use their respective commercially reasonable efforts in connection with the preparation of such financial information, including by using commercially reasonable efforts to have Novartis’ independent auditors audit or review, as required, such financial information. The cost of any such audit or review shall be borne by Purchaser. The Purchaser will hold, and will use commercially reasonable efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of applicable Law, all confidential documents and information concerning Novartis or the Product, Drug Substance, Transferred Assets or the Business made available to it pursuant to this Clause 16.1.
Purchaser’s Access. Subject to the provisions of 3.05 and provided Purchaser obtains a Certificate of Insurance satisfactory to Seller, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers, and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date, from time to time at its sole cost and expense, upon the advance notice to Seller, to enter upon and pass through the Real Property during normal business hours to examine and inspect the same, as well as conduct reasonable tests, studies, investigations, and surveys to assess utility availability, soil conditions, environmental conditions, physical condition, and the like of the Real Property, provided such inspections are permitted under the Company’s Real Property purchase agreements.
Purchaser’s Access. On and after the Closing Date, Seller will afford promptly to Purchaser and its accountants, attorneys, agents and representatives full and complete access to its properties, books, records, documents, employees, directors and auditors to the extent reasonably necessary or appropriate to permit Purchaser to (a) determine any matter relating to Purchaser’s rights and obligations hereunder, (b) complete and/or initiate any and all financial audits necessary or appropriate for Purchaser’s business, operations and financial reporting purposes, and (c) respond to, prepare for, or defend itself against any third-party or governmental investigation, inquiry, action, suit, proceeding, claim or threatened or actual legal or arbitral proceedings related to an Assumed Liability and arising from the operation of the Business prior to the Closing Date or to a third party (including Governmental Entity) complaint, audit, investigation, action or proceeding covered by Section 11.1 as to which Seller has not assumed the defense pursuant to Section 11.3; provided, however, that any such access by Purchaser shall not unreasonably interfere with the conduct of Seller’s business.
Purchaser’s Access. Purchaser, its agents or contractors, if any, shall have the right upon reasonable notice to have access to the Property from time to time prior to Closing. Purchaser shall repair any damage to the Property resulting from Purchaser’s entry onto the property pursuant to this Section and shall defend, indemnify, and hold harmless Seller from any third party claims resulting from such entry by Purchaser, its contractors, agents or employees.
Purchaser’s Access. From January 28, 1998, through the Closing Date, Seller shall give Purchaser and its Representatives, or cause them to be permitted, during normal business hours and upon reasonable notice, full access to all properties, books, files, data, contracts, leases, commitments and records of Seller and the Club, and during this period Seller shall furnish Purchaser with all financial and operating data and all other information as to the business, properties and assets of Seller and the Club as Purchaser may from time to time reasonably request; provided, however, that such access and investigation shall not interfere with the conduct of the Club by Seller. At Purchaser's reasonable request, Seller shall direct its Representatives to cooperate with Purchaser pursuant to this Section 6.3 at no additional cost to Purchaser. In undertaking its due diligence, Purchaser shall not disturb, to the minimum extent reasonably possible, the operations of the Club. The exercise by Purchaser of any of the preceding rights, or any other act of Purchaser, shall not negate any representation, warranty or covenant of Seller or modify any of Purchaser's rights or Seller's obligations in the event of any Breach by Seller of any of Seller's representations, warranties or covenants of this Agreement. Purchaser shall indemnify, defend and hold harmless Seller from and against any and all Damages arising out of any entry within the Club by Purchaser or its Representatives. The indemnification of Seller by Purchaser in the preceding sentence shall survive any termination of this agreement or the Closing for a period of 1 year from and after the date of termination or the Closing, as the case may be.
Purchaser’s Access. At any time prior to the Closing , subject to Section 3.05 below, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively, “Purchaser’s Representatives”) shall have the right to enter upon and pass through the Property during normal business hours to examine and inspect the same, as well as conduct reasonable tests, studies, investigations, and surveys to assess utility availability, soil conditions, environmental conditions, physical condition, and the like of the Property; provided, however, that any invasive testing or environmental Phase II studies will require prior written approval by Seller.
Purchaser’s Access. (a) Sellers shall afford to Purchaser and its officers, employees, auditors and agents the right, at any time prior to the Closing during normal business hours and following reasonable prior notice, access to such books and records of YFC, NVLC and SOG relevant to the Purchased Items as Purchaser may reasonably require. Sellers shall permit Purchaser and its representatives to have access, upon reasonable notice and during normal business hours, throughout the period prior to the Closing, to the Purchased Items, and to any key officers of Sellers and their Affiliates, and shall furnish, and shall cause its Affiliates to furnish, Purchaser during such period with such other information concerning the Businesses as Purchaser or such representatives may reasonably request.
