Access and Due Diligence Sample Clauses

Access and Due Diligence. The Company and the Shareholders have ------------------------ cooperated fully in permitting the Parent and its representatives to make a full investigation of the properties, operations and financial conditions of the Company and have afforded the Parent and its representatives reasonable access to the offices, buildings, real properties, machinery and equipment, inventory and supplies, records, files, books of account, tax returns, agreements and commitments and personnel of the Company.
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Access and Due Diligence. Following the execution of this letter by both parties, AMA, its agents, representatives, lender(s) architect(s), engineer(s) and employees shall, after notification to Netwest, have access to the Property and the Project at any time during normal business hours and from time to time, at CarePlex's sole cost and expense, in order to perform such financial analyses, topographical and engineering surveys, environmental site assessments and other tests, surveys and studies of the Property and the Project as AMA may deem necessary or appropriate. AMA and/or CarePlex shall provide Netwest, upon reasonable request, with access or copies of all information, materials, records or other documents in connection with the Property or the Project. If AMA, in its sole discretion, is dissatisfied with the status or quality of title, or environmental condition of the Property, then AMA may terminate this letter by written notice to Netwest on or before 5:00 p.m. (Boston) on December 31, 1995 or such other date specified in the Joint Venture Agreement.
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Access and Due Diligence. The Sellers shall (A) afford Buyer and Buyer's Representatives full access during normal business hours to all books and records of the Sellers or other information with respect to the Sellers (in connection with the HPAC Shares) and the HPAC Shares the Buyer reasonably requests and (B) use reasonable efforts to assist Buyer and Buyer's accountants, counsel and representatives to obtain full
Sample 1
Access and Due Diligence. (a) During the period commencing on the date hereof (the “Effective Date”) and continuing until the Closing Date or earlier termination of this Agreement, Purchaser may continue to conduct its review and due diligence of, and physically inspect, as applicable, the Properties in accordance with this Section 3. Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date, from time to time, upon the advance notice required and subject to the limitations described in Section 3(c), to (i) enter upon and pass through the Properties during normal business hours to examine and inspect the same and (ii) review, copy and inspect all books, records and financial statements of the Seller relating to the Properties. In the event that the Closing hereunder shall not occur for any reason whatsoever, Purchaser shall promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof.
Sample 1
Access and Due Diligence. Between the date of this Agreement and the Closing Date, Sellers will (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to Sellers' personnel, properties (including subsurface testing), contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request in each case to the extent related to the Business.
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Access and Due Diligence. Buyer shall be allowed to conduct such investigations of the Division and Acquired Assets as Buyer in its sole discretion deems necessary or desirable, including but not limited to operational results, condition of the Acquired Assets, legal, marketing and Tax matters, the Contracts, and the Target's relationship with customers and vendors generally. The Target will permit representatives of the Buyer to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Target or the Division to all premises, properties, personnel, books, records (including Tax records), contracts, and documents of or pertaining to the Division.
Sample 1
Access and Due Diligence. During the Due Diligence Period, the Port and Georgia-Pacific have been working to conduct due diligence with respect to the Property, and Georgia-Pacific has granted the Port access to the Property to conduct such inspections and other due diligence as the Port considers appropriate, given the length of the Due Diligence Period.
Sample 1
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Access and Due Diligence. Prior to the Closing Date, and upon reasonable advance notice received from CCMA, IPS shall afford CCMA and its representatives full and free access, during regular business hours, to IPS' (with respect to Acquired Fund) and Acquired Fund's personnel, contracts, books and records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of IPS or Acquired Fund and furnish CCMA and its representatives with such additional financial, operating and other relevant data and information as CCMA or its representatives may reasonably request.
Sample 1
Access and Due Diligence. Prior to the Closing Date, the Company ------------------------ shall have afforded Xceed, Xceed's legal counsel and Xceed's auditors full and free access to the personnel, properties, contracts, financial statements, books, records and all other documents and data of the Company used and currently in use in the operation of the Company's business (the "Due Diligence Investigation").
Sample 1

Related to Access and Due Diligence

  • ACCESS AND COOPERATION; DUE DILIGENCE (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, 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. METALS, 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, METALS will cause each of the Other Founding Companies to enter into 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.

  • Access and Investigation (a) During the period commencing on the Agreement Date and ending at such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours, to the Company’s Representatives, properties, books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Company and its Subsidiaries (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; and (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. No information or knowledge obtained by Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (including the Offer and the Merger), or the remedies available to the parties hereunder. Notwithstanding anything to the contrary herein, neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or violate any applicable Law.

  • Completion of Due Diligence VPI has substantially completed its due diligence of the COMPANY as of the date hereof, except for any additional investigation that may be needed as a result of a notice pursuant to Section 7.7 or an amendment pursuant to Section 7.8.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Access and Use 1. Each Party shall ensure that enterprises of the other Party have access to and use of any public telecommunications network or service, including leased circuits, offered in its territory or across its borders on a timely basis and on terms and conditions that are reasonable and non-discriminatory such as those set out in paragraphs 2 to 6.

  • Due Diligence During the term of this Agreement, the Company will reasonably cooperate with any reasonable due diligence review conducted by the Agent in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during normal business hours and at the Company’s principal offices, as the Agent may reasonably request from time to time.

  • ACCESS AND AUDITS The CONTRACTOR shall establish and maintain a reasonable accounting system, which enables ready identification of CONTRACTOR’S cost of goods and use of funds. Such accounting system shall also include adequate records and documents to justify all prices for all items invoiced as well as all charges, expenses and costs incurred in providing the goods for at least five (5) years after completion of this contract. The COUNTY or its designee shall have access to such books, records, subcontract(s), financial operations, and documents of the CONTRACTOR or its sub- Contractors as required to comply with this section for the purpose of inspection or audit anytime during normal business hours at the CONTRACTOR’S place of business. This right to audit shall include the CONTRACTOR’S sub-Contractors used to procure goods or services under the contract with the COUNTY. CONTRACTOR shall ensure the COUNTY has these same rights with sub-Contractor(s) and suppliers.

  • 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.

  • Access and Audit 16.1 The Supplier shall keep accurate and systematic accounts, files and records ("the Records"). The Records shall clearly identify, among other things, the basis upon which invoices have been calculated and the Supplier shall keep the Records throughout the duration of this Contract and for six years following its termination.

  • Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

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