Information and Access. 5.1 The Customer shall:
Information and Access. (a) At any time during which the Company does not file reports with a securities regulatory authority that are publicly available that contain such information, the Company shall deliver to Sponsor Holdings and SHUSA (a) the most recent audited annual financial statements of the Company and (b) the most recent unaudited quarterly financial statements of the Company, in each case, as promptly as practicable after each applicable period end, but no later than they otherwise become available. The Company shall, and shall cause each of its Subsidiaries, (i) at any and all reasonable times during normal business hours on reasonable notice and in such manner as is not reasonably likely to adversely affect the operations of the Company or any of its Subsidiaries, as the case may be, to permit each of Sponsor Holdings and SHUSA and their respective authorized representatives to examine, at Sponsor Holdings’ or SHUSA’s, as applicable, expense, all books of account, records, reports documents, data and papers, and to make copies and take extracts and to discuss its business, affairs, finances and accounts with its senior employees, accountants and other advisors and (ii) to permit Sponsor Holdings and SHUSA to consult with the officers of the Company and its Subsidiaries periodically and at such times as reasonably requested by Sponsor Holdings or SHUSA, as applicable, on significant corporate actions involving the Company and its Subsidiaries, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of the Company, in each case, to the extent consistent with applicable Law (and with respect to any information which would require public disclosure pursuant to the foregoing, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise). The Company agrees to consider, in good faith, the recommendations of Sponsor Holdings and SHUSA or its designated representative in connection with the matters on which it is consulted as set forth in clause (ii) above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. The provisions of this Section 4.15(a) shall apply for so long as any one or more of the Original Sponsor Holdings Investors seek to qualify as a “venture capital operating company” within the meaning of C.F.R. Section 2510.3-101(d)...
Information and Access. From the date of this Agreement and continuing until the Effective Time, Parent, as to itself and Sub, on the one hand, and the Company, as to itself and its subsidiaries, on the other hand, each agrees that it shall afford and, with respect to clause (b) below, shall cause its independent auditors to afford, (a) to the officers, independent auditors, counsel and other representatives of the other reasonable access, upon reasonable advance notice, to its (and in the case of Parent, Sub's, and in the case of the Company, its subsidiaries') properties, books, records (including tax returns filed and those in preparation) and executives and personnel in order that the other may have a full opportunity to make such investigation as it reasonably desires to make of the other consistent with their rights under this Agreement, and (b) to the independent auditors of the other, reasonable access to the audit work papers and other records of its independent auditors. No investigation pursuant to this Section 5.1 shall affect or otherwise obviate or diminish any representations and warranties of any party or conditions to the obligations of any party. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or the institution in possession or control of such information or contravene any law, rule, regulations, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
Information and Access. (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall instruct 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 Proxy Statement and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Entity applicable to the consummation of the transactions contemplated by this Agreement.
Information and Access. The Seller shall permit and cause the Company to permit representatives of the Purchaser to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company, to all premises, properties, personnel, accountants, books, records, contracts and documents of the Company.
Information and Access. XXXXXXX OPERATING RESOURCES will render periodic reports to and keep SPRAGUE HOLDINGS fully informed in respect to the Oil Terminal including, without limitation, the level of performance, the general condition of maintenance and reliability, qualification and training of personnel, maintenance of safety and operating records, and plans for modification of facilities or procedures in connection therewith. XXXXXXX OPERATING RESOURCES shall promptly provide SPRAGUE HOLDINGS upon request with any and all operating manuals, records, memoranda, reports, plans, designs and other documentation or information in respect to the Oil Terminal which SPRAGUE HOLDINGS deems reasonably necessary. XXXXXXX OPERATING RESOURCES will notify SPRAGUE HOLDINGS of any material problems or developments with respect to the operation and maintenance of the Oil Terminal. XXXXXXX HOLDINGS or its agents and designees shall have the right, but not the obligation, to enter upon the Oil Terminal at all reasonable times and; in a reasonable manner during ordinary business hours to examine same, provided such access shall not unreasonably interfere with the efficient maintenance and operation of the Oil Terminal as contemplated hereby.
Information and Access. KOSAN and RWJPRI shall provide the JRC, its members and authorized representatives with reasonable access during regular business hours to all records and documents relating to the performance of this AGREEMENT which it reasonably may request in order to perform its obligations hereunder; provided that if such documents are under a bona fide obligation of confidentiality to a THIRD PARTY, KOSAN or RWJPRI, as the case may be, may withhold access thereto to the extent necessary to satisfy such obligation.
Information and Access. 8.4.1 It is acknowledged and agreed that nothing in this Article 8 shall oblige either Party to do or omit to do anything which would:
Information and Access. Seller will permit representatives of Purchaser to have reasonable access during normal business hours after reasonable notice from Purchaser to Seller, and in a manner so as not to interfere with the normal operations, to all premises, properties, personnel, accountants, books, records, contracts and documents of or pertaining to the Business. Purchaser shall be permitted to interview such of Seller's personnel as it reasonably requires.
Information and Access. The Subscriber hereby acknowledges receipt of copies of the Corporation’s Annual Report on Form 10-K for the fiscal year ended June 30, 2007, and the Corporation’s Quarterly Reports on Form 10-Q for the fiscal quarter ended September 30, 2007 and December 31, 2007. The Corporation has made available to the Subscriber or its attorneys, accountants and other representatives all agreements, documents, records and books that the Subscriber or its attorneys, accountants and other representatives have requested relating to an investment in the Corporation. The Subscriber and its attorneys, accountants and other representatives have had a full opportunity to ask questions of and receive answers from the Corporation or a person acting on behalf of the Corporation, concerning the terms and conditions of this investment, and all questions asked by the Subscriber and its attorneys, accountants and other representatives have been adequately answered to the full satisfaction of the Subscriber and its attorneys, accountants and other representatives.
