Support and access Sample Clauses

Support and access. During the term of this Agreement, each Party shall provide the other Party and its representatives with all reasonable support and access to information as is requested by such Party in furtherance of the transactions contemplated hereby.
Sample 1Sample 2
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Support and access. The Client shall fulfil all Client Obligations as described here and/or in the relevant Service Agreement, and make available to the Consultants such information and advice and assistance regarding the business of the Client as is necessary for the purpose of enabling the Consultants to perform the Services (such information advice and assistance to be supplied within a reasonable time of request). The Client shall provide access to the Council IT network in order to provide access to the required information and systems. The Consultants will supply any IT equipment required for carrying out the projects. However, should access to the Council IT network or individual systems necessitate the use of Council equipment, the Client will provide such equipment without undue delay and in sufficient quantity to allow the Consultants to fulfil its own obligations under all active Service Agreements. Any failure on the part of the Client to fulfil its Obligations, resulting in a delay to the Project and/or additional work for the Consultants to fulfil its own Obligations, may be subject to additional fees and a separate agreement.
Sample 1
Support and access. The Issuer must at its own cost provide the full support of and access to the directors and senior management of the Issuer in the marketing of the Offer and must keep the Underwriter informed as to the progress of the Offer including: (a) providing a draft of the ASX Materials to the Underwriter for distribution to prospective sub-underwriters and, if requested by the Underwriter, a marked copy of the version of the ASX Materials given to ASX showing all changes from the draft provided to the Underwriter; and (b) if requested by the Underwriter, providing the Offer Documents to the Underwriter for distribution to prospective co-lead managers, co-managers, brokers and sub-underwriters. During the Offer Period, the Issuer must keep the Underwriter promptly and fully informed of all material strategies, developments and discussions relevant to the Offer and ensure that no initiative relevant to the Offer is undertaken without prior consent of the Underwriter and in accordance with this agreement.
Sample 1
Support and access. The Responsible Entity and ROP must provide the support of, and access to, the senior executives of the Responsible Entity and ROP to the extent reasonably required by the Underwriters in the appointment of any sub-underwriters and in marketing of the Offer, including providing advanced copies of drafts of the Offer Document to the Underwriters for distribution (with the prior approval of the Responsible Entity ) to prospective sub-underwriters and Institutional Investors and a marked copy of the lodged version of the Offer Document showing all changes from the draft provided by the Underwriters to prospective sub-underwriters and Institutional Investors.
Sample 1
Support and access. (a) The Company and the Shareholder must provide their full support as reasonably required by the Joint Lead Managers (including procuring all necessary assistance from any other Group Member) in the appointment of any co-lead managers, co-managers or Brokers to the Offer. (b) The Company must provide its full support (including procuring all necessary assistance from any other Group Member) in the marketing of the Offer (other than the Rule 701 Placement) as reasonably required by the Joint Lead Managers including: (i) (support and access) providing the full support of, access to, and assistance from, their senior executives for the promotion, advertising or marketing of the Offer (other than the Rule 701 Placement), including the attendance and participation of these senior executives or persons at roadshow or other investor presentations and briefings; (ii) (provision of copies and drafts) providing advanced copies of drafts of the Offer Documents to the Joint Lead Managers for distribution to any prospective co-lead managers, co-managers or Brokers; and
Sample 1
Support and access. (a) The Company must give the Underwriter the full support of and access to the Company’s senior executives in the appointment of any sub-Underwriter and in the marketing of the Offer, including attendance at roadshow presentations and providing a copy of an advanced draft of the Offer Documents to the Underwriter for distribution to prospective sub-underwriters and a marked copy of the lodged version of the Offer Documents showing all changes from the draft provided by the Underwriter to prospective sub-underwriters. (b) To the extent possible, all communications and meetings between the Company’s senior executives and any sub-underwriter or prospective sub-underwriter (in their capacity as sub-underwriter or prospective sub-underwriter) must be conducted through the Underwriter and, to the extent it is not possible to conduct them through the Underwriter, the Company must fully inform the Underwriter of all such communications and meetings.
Sample 1
Support and access. (a) The Company must keep the Lead Manager fully informed as to the progress of the Offer including all strategies, developments and discussions relevant to the Offer. (b) The Company must provide to the Lead Manager the full support of, and access to, its senior executives and the senior management, in the marketing of the Non-US Offer, including attendance and participation of such senior executives and senior management of the Company at roadshow presentations and other investor briefings. (c) The Company must provide to the Lead Manager advanced copies of drafts of the Prospectus (and any other Disclosure Document requested by the Lead Manager) for distribution to prospective co-managers, brokers and institutional investors and a marked copy of the lodged version of the Prospectus (and the final version of any other Disclosure Document requested by the Lead Manager) showing all changes from the draft provided to the Lead Manager for prospective co-managers, brokers and institutional investors. (d) The Company must provide to the Lead Manager, at the Company’s cost, such number of printed copies, and electronic copies, of the Prospectus (and any other Disclosure Document) as the Lead Manager may reasonably request.
Sample 1
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Support and access. Westpac must provide the full support of, and access to, its senior management in marketing the Institutional Offer.
Sample 1

Related to Support and access

  • Audit and Access Twelve (12) Months after the expiry of the Call-Off Agreement Period or following termination of this Call-Off Agreement.

  • Information and Access (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied. (b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in the reasonable opinion of the Company’s outside legal counsel result in (A) a violation of applicable Law, (B) the breach of any contractual confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2; (C) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, in any material respect; or (D) such information or documents are reasonably pertinent to any adverse Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand (subject to any rules or guidelines of discovery applicable to such adverse Proceeding); and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or any of its Representative unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or independent accountants. Any investigation conducted pursuant to the access contemplated by this Section 7.8(b) will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries and that would not reasonably be expected to create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase II environmental assessments. All requests for such access or information made pursuant to this Section 7.8(b) shall be initially directed to the Person set forth on Section 7.8(b) of the Company Disclosure Schedule, which Person may be replaced by the Company at any time by providing written notice to Parent, and any access granted in connection with a request made pursuant to this Section 7.8(b) shall be supervised by such Persons. (c) In the event that the Company objects to any request submitted pursuant to Section 7.8(b) on the basis of one or more of the matters set forth in clause (i) of Section 7.8(b), it must do so by providing Parent, in reasonable detail, the nature of what is being prevented and/or withheld and the reasons and reasonable support therefor, and prior to preventing such access or withholding such information or documents from Parent and its Representatives, the Company shall cooperate with Parent to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the impediments expressly set forth in clause (i) of Section 7.8(b) (other than clause (D)) including through the use of commercially reasonable efforts to take such actions and implement appropriate and mutually agreeable measures to as promptly as practicable permit such access and the furnishing of such information and documents in a manner to remove the basis for the objection, including by arrangement of appropriate “counsel-to-counsel” disclosure, clean room procedures, redaction and other customary procedures, entry into a customary joint defense agreement and, with respect to the contractual confidentiality obligations contemplated by clause (i)(B) of Section 7.8(b), obtaining a waiver with respect to or consent under such contractual confidentiality obligations. (d) Without limiting the generality of the other provisions of this Section 7.8, the Company and Parent, as each deems advisable and necessary, after consultation with their respective outside legal counsel, may reasonably designate competitively sensitive information and documents (including those that relate to valuation of the Company or Parent (as the case may be)) as “Outside Counsel Only Information.” Such information and documents shall only be provided to the outside legal counsel of the Company or Parent (as the case may be), or subject to such other similar restrictions mutually agreed to by the Company and Parent, and subject to any amendment, supplement or other modification to the Confidentiality Agreement or additional confidentiality or joint defense agreement between or among the Company and Parent; provided, however, that, subject to any applicable Laws relating to the exchange of information, the outside legal counsel receiving such information and documents may prepare one or more reports summarizing the results of any analysis of any such shared information and documents, and disclose such reports, other summaries or aggregated information derived from such shared information and documents to Representatives of such outside legal counsel’s client. (e) No access or information provided to Parent or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this Section 7.8 or otherwise, shall affect or be deemed to affect, modify or waive the representations and warranties of the Parties set forth in this Agreement and, for the avoidance of doubt, all information and documents disclosed or otherwise made available pursuant to Section 7.5, Section 7.6, this Section 7.8 or otherwise in connection with this Agreement and the Transactions shall be governed by the terms and conditions of the Confidentiality Agreement mutatis mutandis as if Parent were Counterparty (as defined in the Confidentiality Agreement) and subject to applicable Laws relating to the exchange or sharing of information and any restrictions or requirements imposed by any Governmental Entity; provided, that, in the event of a conflict, the provisions of Section 7.13 shall override any conflicting provisions of the Confidentiality Agreement, and any Person who is a potential source of, or may provide, equity, debt or any other type of financing to Parent or any of its Representatives in connection with the Transactions shall be deemed a “Representative” for purposes of the Confidentiality Agreement without the prior written consent of the Company.

  • Cooperation and Access The Cooperative Member agrees that it will cooperate in compliance with any reasonable requests for information and/or records made by the Cooperative. The Cooperative reserves the right to audit the relevant records of any Cooperative Member. Any breach of this provision shall be considered material and shall make the Agreement subject to termination on ten (10) days written notice to the Cooperative Member.

  • Inspection and Access Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder.

  • REPORTS AND ACCESS The Advisor agrees to supply such information to the Fund's administrator and to permit such compliance inspections by the Fund's administrator as shall be reasonably necessary to permit the administrator to satisfy its obligations and respond to the reasonable requests of the Trustees.

  • Inclusion and accessibility The institution will provide support to incoming mobile participants with fewer opportunities, according to the requirements of the Erasmus Charter for Higher Education. Information and assistance can be provided by the following contact points and information sources: Although a brief overview is provided in this agreement, more detailed information is sent to the nominees in order for them to prepare their exchange.

  • Power Supply Information and Access to Information POWER SUPPLY INFORMATION

  • Authorized Access Transfer Agent shall have controls that are designed to maintain the logical separation such that access to systems hosting Fund Data and/or being used to provide services to Fund will uniquely identify each individual requiring access, grant access only to authorized personnel based on the principle of least privileges, and prevent unauthorized access to Fund Data.

  • Security and Access The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (“Facilities Information Technology and Access Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Access Resources or other Company property or materials by others.

  • Records and Access The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

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