Access; Books and Records. If an Event of Default is continuing, upon the request of the Agent (on the instructions of any Finance Party), the Company shall provide the Agent and any of its representatives, professional advisers and contractors with access to and permit inspection by them of the assets, premises, books and records of any member of the Group in each case at reasonable times and upon reasonable notice.
Access; Books and Records. (a) Subject to the terms and conditions of this Agreement, each Recipient shall (i) make available on a timely basis to each Provider all information and materials reasonably requested by them to the extent necessary to enable them to provide the applicable Services to the Recipient and (ii) provide reasonable access, and use of its premises, systems, assets, facilities and personnel, in each case to the extent necessary for each Provider to provide the applicable Services to the Recipient. Notwithstanding the foregoing, no Recipient shall be required to provide access to or disclose information (A) without reasonable advance notice and in a manner so as not to interfere with the normal business operations of the Recipient, (B) that includes personnel records, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Recipient’s opinion is sensitive or the disclosure of which could subject Recipient or any of its respective Representatives to risk of Liability, (C) to a Third Party Service Provider if such Third Party Service Provider has not executed and delivered to Recipient a confidentiality and non-use agreement in form and substance reasonably acceptable to Recipient, (D) the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege, or (E) which constitutes proprietary or competitively sensitive information (provided, that, in the case of clauses (D) through (E), Recipient shall give notice to Provider of the fact that such documents or information are being withheld and thereafter Recipient shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). For all purposes of this Section 2.7, the “Services” shall include the operation or management of the Post-Closing Assets, Post-Closing Liabilities or Post-Closing Entities pursuant to Section 2.1(d) and the management of the Non-ECR Client Contracts pursuant to Section 2.1(e).
Access; Books and Records. Each Service Recipient shall, for so long as Services are being provided under this Agreement, provide its Service Providers and their respective authorized representatives with reasonable access, following any Service Provider’s request for such access provided in writing no less than three (3) Business Days in advance, during normal business hours, to such Service Recipient’s facilities, books and records to the extent reasonably required to perform the Services.
Access; Books and Records. From the date of this Agreement until the Closing Date, the Company shall provide Investor and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all (i) officers, agents and accountants of the Company; and (ii) the Company’s assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company or any of its Affiliates; provided that the Company shall not be required to furnish any such information where the furnishing of such information would violate any applicable Law, Material Contract or Real Property Agreement (provided, however, that the Company shall use commercially reasonable efforts to obtain a waiver that would permit such furnishing of information, which commercially reasonable efforts shall not require the Company to expend any funds or incur additional liabilities or obligations), or could be reasonably expected to jeopardize any privilege relating to such information available to the Company or any of its Affiliates; provided, further, that neither Investor nor any of its Affiliates or Representatives shall be permitted to perform any invasive sampling of environmental media (including, but not limited to, surface soils, subsurface soils, air, surface water, or groundwater water).
Access; Books and Records. Upon reasonable notice, during all business hours, and at any time that an Event of Default continues to exist, Borrower authorizes and will permit any representatives of the Agent, the Issuing Bank or any Bank (i) to have access to, and grant permission for such representatives to examine, copy or make excerpts from, any and all books, records and documents that relate to the business, operations or Property of Borrower, (ii) to inspect any and all Property of Borrower, and (iii) to discuss the business, operations and financial condition of Borrower with its officers and employees and its independent certified public accountants, legal counsel (except for attorney/client privileged information and work product) and other consultants, all of the foregoing at the expense of Borrower. Borrower will maintain complete and accurate books and records of its respective transactions in accordance with GAAP.
Access; Books and Records. The Company shall make available, and shall cause each other JV Entity to make available, on a timely basis to the applicable Seller Entity all information and materials reasonably requested by such Seller Entity to enable it to provide the Services hereunder. The Company shall give, and shall cause each other JV Entity to give, each Seller Entity and its representatives reasonable access during regular business hours and at such other times as are reasonably required, to the Company’s and such JV Entity’s premises or the premises of the Business for the purpose of providing the Services hereunder.
Access; Books and Records. (a) Within [*****] after receipt by an Dyax Entity of notice of any action, claim, investigation or proceeding (commenced or threatened) relating to the transactions contemplated by this Agreement, any other Transaction Document, the Royalty Interests or any Included License Agreements or any Included Product, Dyax shall inform the Buyer of the receipt of such notice and the substance of such action, claim, investigation or proceeding and, if in writing shall furnish the Buyer with a copy of such notice and any related materials with respect to such action, claim, investigation or proceeding.
Access; Books and Records. Autoliv will make available on a timely basis to M/A-COM all information and materials reasonably requested by M/A-COM to the extent necessary for M/A-COM to provide the Services hereunder. Autoliv will give, and will cause Auto Solutions to give, M/A-COM and its representatives reasonable access, during regular business hours and at such other times as are reasonably required, to Auto Solutions’ premises to the extent necessary for M/A-COM to provide the Services hereunder; provided that such access does not unreasonably interfere with the operations of Autoliv or Auto Solutions. M/A-COM will keep reasonable books and records of the Services provided hereunder and reasonable supporting documentation of all charges and fees incurred in connection with providing the Services. M/A-COM will make such books and records available to Autoliv and Auto Solutions and its representatives during regular business hours upon reasonable advance written notice; provided that such access will be provided only to the extent (a) it does not unreasonably interfere with the operations of M/A-COM and (b) it is reasonably necessary to confirm calculations and expenses.
Access; Books and Records. Seller will authorize and permit Buyer and a reasonable number of its representatives to have reasonable access during normal business hours, and in such manner as will not unreasonably interfere with the conduct of the Business, to all of its properties, books, records, operating instructions and procedures, Tax Returns and all other information with respect to the Business as Buyer may from time to time request, and at Buyer's expense to make copies of such books, records and other documents and to discuss its business with such third Persons, including its or their (as applicable) directors, officers, employees, accountants, counsel, suppliers, concessionaires, customers and creditors as Buyer considers necessary or appropriate for the purposes of familiarizing itself with the Business of Seller.
Access; Books and Records. Upon reasonable notice, during all business hours, each Borrower and Parent Company authorizes and will permit, and Parent Company will cause each Company to authorize and permit, any representatives of the Agent or any Bank (i) to have access to, and grant permission for such representatives to examine, copy or make excerpts from, any and all books, records and documents that relate to the business, operations or Property of any Company; (ii) to inspect any and all Property of any Company; and (iii) to discuss the business, operations and financial condition of any Company with its officers, partners and employees. Each Borrower and Parent Company will, and Parent Company will cause each US Company to, maintain complete and accurate books and records of its respective transactions in accordance with GAAP. Each Borrower and Parent Company will, and Parent Company will cause each Non-US Company to, maintain complete and accurate books and records of its respective transactions in accordance with the generally accepted accounting principles of the jurisdiction of incorporation or organization of such Non-US Company.
