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.
(b) Any access by the Purchaser to the Unit shall be at the sole and exclusive risk and cost of the Purchaser and the Purchaser hereby indemnifies, keeps indemnified and holds harmless the Seller, the Project Manager, the Contractor (and their respective Affiliates, directors and employees) against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and proceedings whatsoever that may be incurred by the Seller in connection with such access by the Purchaser.
(c) For the avoidance of doubt, the Seller shall not consent to any access of the Unit by the Purchaser’s contractors or suppliers prior to Actual Completion Date.
Purchaser’s Access. 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, that (i) inspections shall not disrupt the Tenants in any way; (ii) inspections shall not interfere with Seller's construction activities; (iii) all such persons shall comply with reasonable safety requirements of Seller; and (iv) 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 not damage the Property in any manner without Seller's prior written consent, and if such consent is given, 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 any such inspections; 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 any of its representatives or agents) or the Release (other than by Purchaser or its representatives or agents) of any Hazardous Substances on the Land, or (ii) the results, findings, tests or analyses of Purchaser's environmental investigation of the Land. The foregoing indemnity shall survive any termination of this Agreement.
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. 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. 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. 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. 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. 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. 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. TO THE BUSINESS PRIOR TO CLOSING. Between the date of this Agreement and the Closing Date, subject to Legal Requirements, Sellers shall afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all Contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business; PROVIDED, HOWEVER, that Purchaser's agents and representatives shall not have access to (i) information that is legally privileged or to which Purchaser's access is not permitted pursuant to any contractual obligation or Legal Requirement, (ii) Tax records and information (other than Tax records or information of Customers to the extent such records and information are pertinent to Purchaser's acquisition of the Business hereunder and are not proscribed from being disclosed to Purchaser and/or its agents and representatives pursuant to any Legal Requirement), and (iii) Contracts, documents and information pertaining to the operations of Sellers or their Affiliates other than the Business. Sellers shall cause the Business Employees and other employees of Affiliates of Sellers to provide reasonable assistance to Purchaser in Purchaser's investigation of matters relating to the transactions contemplated hereby and by the Related Agreements; PROVIDED, HOWEVER, that Purchaser's investigation shall be conducted in a manner which does not unreasonably interfere with the normal operations, client and employee relations of Sellers and Sellers' Affiliates. Without limiting any of the terms thereof, (i) the terms of Section 5.14 shall govern Purchaser's and its Representatives' obligations with respect to all Proprietary Information with respect to the Business, Sellers and their Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and each Closing Date; PROVIDED, HOWEVER, that this sentence shall not apply to communications approved by the Parties in accordance with Section 5.7, and (ii) Purchaser shall maintain the confidentiality of all nonpublic personal information of Sellers' and their Affiliates' customers as required under applicable Legal Requirements, including but not limited to the requirements of 12 U.S.C. xx.xx. 6801-6809 and implementing rules and regulations thereunder. No investigation conducted before or after the date hereof by any Perso...
