Common use of Access and Cooperation; Due Diligence; Audits Clause in Contracts

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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/)

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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 Shareholder 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 Shareholder 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 1011. (ii) Between the date of this Agreement and the Closing, the Purchaser will afford to the Shareholders Shareholder and to the officers and authorized representatives of the Seller and Shareholders Shareholder access to all of the Purchaser's sites, properties, books and records and will furnish the Seller and the Shareholders Shareholder 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 Shareholder may from time to time reasonably request. The Purchaser will cooperate with the Seller, the Shareholders Shareholder 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 Shareholder 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 1011.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)

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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 Company will afford to the officers and authorized representatives of the Purchaser access to all of the Sellersuch Company's sites, properties, books and records and will furnish the Purchaser with such additional financial and operating data and other information as to the business and properties of the Seller Company as the Purchaser may from time to time reasonably request. The Seller and the Shareholders Company will cooperate with the Purchaser, 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. Purchaser, including Old ACG, the preparation for Stockholders and consummation of the IPO. The Purchaser 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 1013. (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 Company access to all of the Purchaser's sites, properties, books and records of Purchaser, Old ACG and the other Founding Companies and will furnish the Seller and the Shareholders Company with such additional financial and operating data and other information as to the business and properties of Purchaser, Old ACG and the other Other Founding Companies as Seller and Shareholders the Company may from time to time reasonably request. The Purchaser will cooperate with the SellerCompany, the Shareholders and their its 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 IPOAgreement. The Seller and the Shareholders and their respective Affiliates Company will treat 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 1013.

Appears in 1 contract

Samples: Agreement and Plan of Exchange (Advanced Communications Group Inc/De/)

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