Due Diligence Access. From the date of this Agreement until the Closing, to enable Buyer to conduct due diligence, and following the Closing to the extent needed by Buyer and its accountants to conduct and complete a financial audit of Seller and its operations, Seller and the Shareholders shall make or cause to be made available to Buyer: (i) members of management of Seller for personal interviews; (ii) the Assets; and (iii) all books of account, contracts, agreements, commitments, authorizations, insurance policies, records and documents of every character relating to Seller's business for examination. Accordingly, Seller and Shareholders shall permit Buyer and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times and places.
Due Diligence Access. From the date hereof until the Effective Time and subject to the requirements of applicable Laws, Abraxas and Energy shall (a) provide to the Limited Partners and their respective counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours after reasonable prior notice to the offices, properties, books and records of Abraxas and Energy, (b) furnish to the Limited Partners and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including furnishing to the Limited Partners, to the extent available, the financial results of Abraxas and its Subsidiaries in advance of any filing by Abraxas with the SEC or other public disclosure containing such financial results), (c) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Abraxas and Energy to cooperate with the Limited Partners in their investigation of Abraxas or Energy, as the case may be. Notwithstanding the foregoing provisions of this Section 2.3, Abraxas and Energy shall not be required to, or to cause any of their respective Subsidiaries to, grant access or furnish information to the Limited Partners or any of their representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing contract or agreement. The Limited Partners shall hold, and shall cause its counsel, financial advisors, auditors and representatives to hold, any material or non-public information concerning Abraxas received from Abraxas or its Subsidiaries confidential. Any investigation pursuant to this Section 2.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Abraxas, Energy or their respective Subsidiaries.
Due Diligence Access. Subject to the terms and conditions set forth in this Section 4.3, from and after the date of this Agreement, Buyer and its authorized agents and representatives may enter upon the Property during normal business hours (as hereinafter defined) for the purpose of conducting Buyer's due diligence and mapping activities, including reasonable tests, studies, inquiries and appraisals with respect to its purchase of the Property; provided, however, without first obtaining Seller’s prior written consent, Buyer shall only conduct a visual inspection, with no right to conduct any physical testing, boring, sampling or removal (collectively, “Physical Testing”). Seller expressly consents to Buyer conducting a “Phase I” environmental inspection of the Property. If Buyer wishes to conduct any Physical Testing of the Property, Buyer shall submit a work plan to Seller for Seller’s prior written approval, which work plan Seller may modify, limit or disapprove in its sole discretion. Buyer agrees that, in entering and/or conducting any inspections on the Property, Buyer and/or Buyer’s Agents: (i) will not interfere with the activity of tenants or any persons occupying or providing service at Seller’s remaining property, (ii) will not reveal to any third parties the results of its inspections, and (iii) will restore promptly any physical damage caused by the inspections. Buyer shall give Seller reasonable prior notice of its intention to conduct any inspections, and Seller reserves the right to have a representative present. Buyer agrees to promptly deliver to Seller copies of all reports, studies and results of tests and investigations obtained or conducted by Buyer with respect to the Property; provided that, any such information shall be deemed provided without representation or warranty of any kind, and by accepting any such information, Seller acknowledges and agrees that Buyer shall be deemed released from any liability for such information. As used in this Agreement, "normal business hours" means the hours between 7:00 a.m. and 7:00 p.m. (Nevada time) Monday through Friday, but excluding legal holidays. Buyer agrees to keep the Property and Seller’s remaining property free from all liens and to indemnify, defend and hold harmless Seller and Seller's officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns, from and against any and all claims, actions, losses, liabilities, damages...
Due Diligence Access. Michxxx xxx Acquisition acknowledge that as of the date this Agreement is executed, Papetti's Hygrade and the Acquired Entities have not completed Due Diligence (for purposes of this Section 7.5, "Due Diligence" shall include consultation with all executive officers of Michxxx xxx the independent auditors of and counsel to Michxxx xx obtain information necessary to verify and confirm the representations and warranties of Michxxx xxx Acquisition set forth herein and examination of all public filings of Michxxx xxxer the Exchange Act and the Securities Act). Therefore, at the reasonable request of Papetti's Hygrade and the
Due Diligence Access. During the Interim Period, upon reasonable advance notice from Buyer and at the sole cost and expense of Buyer, Seller Parties shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries.
Due Diligence Access. The Company will continue to (and cause its officers, directors, producers, employees, agents and representatives to) provide Xxxx and its representatives with full and complete access to all books, records, contracts, facilities and personnel of the Company. Such information shall be made available on a confidential basis.
Due Diligence Access. Target and the Shareholders shall, at reasonable times during normal business hours and on reasonable notice, permit Buyer and its authorized representatives reasonable access to, and make available for inspection, all of the assets and business of Target, including its employees and, in cooperation with Target, Target's customers and suppliers, and permit Buyer and its authorized representatives to inspect and, at Buyer's sole cost and expense, make copies of all documents, records and information with respect to the affairs of Target as Buyer and its representatives may request, all for the purpose of permitting Buyer to conduct a customary due diligence investigation on, and otherwise become familiar with, the business and assets and liabilities of Target.
Due Diligence Access. During the Interim Period, upon reasonable advance notice from Buyer, Seller shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized Representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the Business. Buyer acknowledges and agrees that all information it obtains as a result of access under this Section 5.5 shall be subject to the Confidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement, none of Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of its or their Representatives shall be required to disclose to Buyer or any of its Representatives any information (a) relating to any sale process conducted by Seller, the Company or any of its Subsidiaries, any of Seller’s Affiliates or any of their respective Representatives or any evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto, in each case relating or provided to any Person other than Buyer and its Representatives; (b) if doing so would violate any Contract, applicable Law or other obligation of confidentiality to which Seller, the Company or any of its Subsidiaries, or any of Seller’s Affiliates is a party or is subject (provided that Seller shall, and shall cause the Company, its Subsidiaries and Seller’s and their respective Affiliates to, use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such Contract, Law or obligation); or (c) which such Person believes in good faith, after consultation with outside counsel, would result in a loss of the ability to successfully assert a claim of attorney-client privilege or work product privilege (provided that Seller shall allow for such access or disclosure to the maximum extent that such access or disclosure would not jeopardize any such attorney-client or work product privilege).
Due Diligence Access. You are responsible to conduct your own due diligence and investigate all matters relating to the Property, including, without limitation, physical condition and attributes, environmental matters, economic matters, legal matters, encumbrances, and all other aspects. You must coordinate any inspection, visit, or investigation of the Property with Seller or Broker. You are responsible for all liability, damages and costs directly or indirectly arising from any such inspection, visit, or investigation, and agree to indemnify and hold harmless Seller and the Broker from any such liability, damages and costs, and to maintain all applicable policies of insurance to cover such liability, damages and costs.
Due Diligence Access. (a) The Parties acknowledge that because of confidentiality concerns, Parent and Merger Sub have not been provided with full access to certain information concerning the Business. Within five (5) days after Parent notifies the Company in writing that it has waived its right to terminate this Agreement pursuant to Section 14.1(h), Shareholders and the Company shall provide to Parent and Merger Sub copies of (1) the Company's Contracts with the top thirty (30) customers of the Company (based on annualized revenue payable by such customer to the Company, determined as of October 25, 2003), which Contracts remain in full force and effect, (2) the Company's Contracts entered into since October 25, 2003 with a customer of the Company that the Company projects will account for annualized revenue payable to the Company in excess of $750,000 and (3) employment Contracts of the Company (collectively, the "Contract Information") and such information relating thereto as may be reasonably requested by Parent; provided, that, if any such Contract is an oral Contract, Shareholders and the Company shall cause a written summary of the material terms and conditions of such oral Contract to be provided to Parent and Merger Sub within such five-day period. Parent and Merger Sub shall have ten (10) days after the receipt of such information (the "Review Period") to review and audit such information and inquire about such information. To assist in Parent and Merger Sub's review as it relates to the Contractual Services Standard Agreement by and between the State of Florida Department of Transportation (the "Florida DOT") and Xxxxxx Protective Services, Inc., dated December 1, 2000 (the "Florida DOT Contract"), the Company shall also use best efforts to arrange a meeting between representatives of the Parent and the Florida DOT to take place during the Review Period, and the Review Period, insofar as it relates to the Florida DOT Contract, shall be extended until such meeting shall occur. During the Review Period, if (i) the results of the review of the Contract Information are not satisfactory to Parent in its sole discretion, Parent and Merger Sub may terminate this Agreement pursuant to Section 14.1(g) hereof without any further liability on the part of Parent or Merger Sub, provided, that, the Chief Executive Officer of Parent shall have reasonably and in good faith determined, following consultation with the Company, any item or combination of items delivered are reasonably...
