Common use of Reasonable Access to Records and Certain Personnel Clause in Contracts

Reasonable Access to Records and Certain Personnel. So long as the Bankruptcy Cases are pending and thereafter until Sellers have resolved all outstanding claims brought under the Bankruptcy Cases, (a) Buyer shall permit Sellers' counsel and other professionals employed by Sellers in the Bankruptcy Cases reasonable access to the financial and other books and records in Buyer's possession relating to the Business (whether in documentary or data form) solely for the purpose of the continuing administration of the Bankruptcy Cases (including, without limitation, the pursuit of any avoidance, preference or similar action), which access shall include (i) the right of such professionals to copy, at Sellers' expense, such documents and records as they may request in furtherance of the purposes described above and (ii) Buyer's copying and delivering to Sellers or their professionals such documents or records as they may request, but only to the extent Sellers or their professionals furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and Sellers reimburse Buyer for the reasonable costs and expenses thereof and (b) Buyer shall provide Sellers and such professionals (at no cost to Sellers) with reasonable access to the senior management of Buyer and its Affiliates responsible for the Business during regular business hours to assist Sellers in the continuing administration of the Bankruptcy Cases, provided that such access does not unreasonably interfere with Buyer's business operations. Any such access described in the foregoing sentence shall be afforded by Buyer upon receipt of reasonable advance notice and during regular business hours.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Rouge Industries Inc), Asset Purchase Agreement (Rouge Industries Inc), Asset Purchase Agreement (Rouge Industries Inc)

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Reasonable Access to Records and Certain Personnel. So long as the Bankruptcy Cases are pending and thereafter until Sellers have resolved all outstanding claims brought under the Bankruptcy Cases, (a) Buyer shall permit Sellers' counsel and other professionals employed by Sellers in the Bankruptcy Cases reasonable access to the financial and other books and records in Buyer's possession relating to the Acquired Assets or the Business (whether in documentary or data form) solely for the purpose of the continuing administration of the Bankruptcy Cases (including, without limitation, the pursuit of any avoidance, preference or similar action), which access shall include (i) the right of such professionals to copy, at Sellers' expense, such documents and records as they may request in furtherance of the purposes described above and (ii) Buyer's copying and delivering to Sellers or their professionals such documents or records as they may request, but only to the extent Sellers or their professionals furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and Sellers reimburse Buyer for the reasonable costs and expenses thereof and (b) Buyer shall provide Sellers and such professionals (at no cost to Sellers) with reasonable access to the senior management of Buyer and its Affiliates responsible for the Acquired Assets and the Business during regular business hours to assist Sellers in the continuing administration of the Bankruptcy Cases, provided that such access does not unreasonably interfere with Buyer's business operations. Any such access described in the foregoing sentence shall be afforded by Buyer upon receipt of reasonable advance notice and during regular business hours.

Appears in 2 contracts

Samples: Purchase Agreement (Tokheim Corp), Purchase Agreement (Dresser Inc)

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