Access and Cooperation; Due Diligence; Audits Sample Clauses

Access and Cooperation; Due Diligence; Audits. (a) Between the date of this Agreement and the Closing Date, during normal business hours and upon reasonable notice, Partner Company will afford to the officers and authorized representatives of Founder access to all of the Subject Partners Companies’ sites, properties, directors, officers, books and records and will furnish Founder with such additional financial and operating data and other information as to the business and properties of the Subject Partner Companies as Founder may from time to time reasonably request, including the combined financial statements referred to in Section 4.9(b); provided that no investigation pursuant to this Section 6.1(a) or otherwise shall limit the effect of the representations and warranties of Partner Company and Partner Company Stockholder made in or contemplated by this Agreement. Partner Company and Partner Company Stockholder will cooperate with Founder, its representatives, auditors and counsel in the preparation of the Registration Statement and any other documents and materials that may be required by this Agreement. Founder will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Article XIII.
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Access and Cooperation; Due Diligence; Audits. (i) Between the date of this Agreement and the Closing Date, the Seller and the Shareholders will afford to the officers and authorized representatives of the Purchaser access to all of the Seller's sites, properties, books and records and furnish the Purchaser with such additional financial and operating data and other information as to the business and properties of the Seller as the Purchaser may from time to time reasonably request. The Seller and the Shareholders will cooperate with the Purchaser, its representatives, auditors and counsel in the preparation of any documents or other material that may be required in connection with any documents or materials required by this Agreement, including the preparation for and consummation of the IPO. The Purchaser will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Section 10. (ii) Between the date of this Agreement and the Closing, the Purchaser will afford to the Shareholders and to the officers and authorized representatives of the Seller and Shareholders access to all of the Purchaser's sites, properties, books and records and will furnish the Seller and the Shareholders with such additional financial and operating data and other information as to the business and properties of Purchaser, Old ACG and the other Founding Companies as Seller and Shareholders may from time to time reasonably request. The Purchaser will cooperate with the Seller, the Shareholders and their representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with (x) any documents or materials required by this Agreement or (y) the preparation for and consummation of the IPO. The Seller and the Shareholders and their respective Affiliates will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Section 10.
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Access and Cooperation; Due Diligence; Audits. (i) Between the date of this Agreement and the Closing Date, Company will afford to the officers and authorized representatives of Purchaser access to all of Company's sites, properties, books and records and will furnish Purchaser with such additional financial and operating data and other information as to the business and properties of Company as Purchaser may from time to time reasonably request. Company will cooperate with Purchaser, its representatives, auditors and counsel in the preparation of any documents or other material that may be required in connection with any documents or materials required by this Agreement. Purchaser will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 12.
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Access and Cooperation; Due Diligence; Audits. (i) Between the date of this Agreement and the Closing Date, Company will afford to the officers and authorized representatives of Parent and Old ACG access to all of Company's sites, properties, books and records and will furnish Parent and Old ACG with such additional financial and operating data and other information as to the business and properties of Company as Parent and Old ACG may from time to time reasonably request. Company will cooperate with Parent and Old ACG and their respective representatives, auditors and counsel in the preparation of any documents or other material that may be required in connection with any documents or materials required by this Agreement. Parent and Old ACG will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Section 15.
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Access and Cooperation; Due Diligence; Audits. (i) Between the date of this Agreement and the Closing Date, the Sellers will afford to the officers and authorized representatives of the Purchaser, Parent or Old ACG access to all of the Business' sites, properties, books and records and furnish the Purchaser, Parent or Old ACG with such additional financial and operating data and other information as to the business and properties of the Sellers as the Purchaser, Parent or Old ACG may from time to time reasonably request. The Sellers will cooperate with the Purchaser, Parent, or Old ACG, its representatives, auditors and counsel in the preparation of any documents or other material that may be required in connection with any documents or materials required by this Agreement, including the preparation for and consummation of the IPO. The Purchaser, Parent or Old ACG will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Section 10.
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Access and Cooperation; Due Diligence; Audits. (i) Between the date of this Agreement and the Closing Date, the Company will afford to the officers and authorized representatives of Parent access to all of such Company's sites, properties, books and records and will furnish Parent with such additional financial and operating data and other information as to the business and properties of the Company as Parent may from time to time reasonably request. The Company will cooperate with Parent, its representatives, auditors and counsel in the preparation of and any documents or other material that may be required in connection with any documents or materials required by this Agreement. Parent, Old ACG, Newco, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Section 13. (ii) Between the date of this Agreement and the Closing, Parent will afford to the officers and authorized representatives of the Company access to all sites, properties, books and records of Parent, Old ACG and the other Founding Companies, and will furnish the Company with such additional financial and operating data and other information as to the business and properties of Parent, Old ACG and the other Founding Companies as the Company may from time to time reasonably request. Parent will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The Company will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 13.
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Access and Cooperation; Due Diligence; Audits. (a) Between the date of this Agreement and the Closing Date, during normal business hours and upon reasonable notice, the Partner Companies will afford to the officers and authorized representatives of Founder access to all of the Subject Partners Companies’ sites, properties, directors, officers, books and records and will furnish Founder with such additional financial and operating data and other information as to the business and properties of the Subject Partner Companies as Founder may from time to time reasonably request, including the combined financial statements referred to in Section 4.9(b) and Partner Company Stockholder will accord comparable access to the Real Estate and the books and records relating thereto; provided that no investigation pursuant to this Section 6.1(a) or otherwise shall limit the effect of the representations and warranties of the Partner Companies and Partner Company Stockholder made in or contemplated by this Agreement. The Partner Companies and Partner Company Stockholder will cooperate with Founder, its representatives, auditors and counsel in the preparation of the Registration Statement and any other documents and materials that may be required by this Agreement. Founder will treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Article VIII.
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Access and Cooperation; Due Diligence; Audits. (i) Between the date of this Agreement and the Closing Date, Company will afford to the officers and authorized representatives of Parent, Old ACG, the Founding Companies, and Parent's prospective underwriters (collectively, the "Parent Group") access to all of Company's sites, properties, books and records and will furnish Parent with such additional financial and operating data and other information as to the business and properties of Company as Parent may from time to time reasonably request. Company will cooperate with Parent Group, its representatives, auditors and counsel in the preparation of and any documents or other material that may be required in connection with any documents or materials required by this Agreement. Parent will, and will cause the other members of the Parent Group, to treat all information obtained in connection with the negotiation and performance of this Agreement as confidential in accordance with the provisions of Section 15.
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Related to Access and Cooperation; Due Diligence; Audits

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of CTS and the Other Founding Companies access during business hours to all of the COMPANY's sites, properties, books and records and will furnish CTS with such additional financial and operating data and other information as to the business and properties of the COMPANY as CTS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with CTS and the Other Founding Companies and their respective representatives, including CTS's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with the transactions contemplated by this Agreement. CTS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, CTS will cause each of the Other Agreements, binding each of the Other Founding Companies, to contain a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Access and Cooperation Each Party will, and will cause its Other Indemnified Persons to, cooperate and assist in all reasonable respects regarding such Third Party Claim, including by promptly making available to such other Party (and its legal counsel and other professional advisers with a reasonable need to know) all books and records of such Person relating to such Third Party Claim, subject to reasonable confidentiality precautions.

  • Due Diligence Items 4.1. Seller shall, within three (3) business days after the Effective Date (the “Delivery Date”), deliver to Buyer each of the following due diligence items in Seller’s possession or reasonably available to Seller (collectively, the “Due Diligence Items”):

  • Access and Examination 39 7.7 Insurance..........................................................................................39 7.8

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

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