Access by Parent Sample Clauses

Access by Parent. Subject to the Confidentiality Agreement, from the date hereof through the Closing Date, the Company shall, and shall cause the Company's officers, Employees and Representatives to, afford the Representatives of the Parent and those of its lenders access upon reasonable notice and at all reasonable times to its Business for the purpose of inspecting the same, and to its officers, Employees and Representatives, properties, Books and Records, Contracts and other Assets, and shall furnish Parent and its Representatives and those of its lenders, upon reasonable notice and in a timely manner, all financial, operating and other data and information as Parent or its affiliates, through their respective Representatives, may reasonably request.
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Access by Parent. From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement (the “Interim Period”), the Company will provide Parent and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all managers, officers, employees, agents and accountants of the Company and its Properties, books, Contracts and records relating to the Company, but, in each case, only to the extent that such access does not unreasonably interfere with the business and operations of the Company; provided, however, the Company shall not be required to provide any of the foregoing (a) with respect to any information that is subject to attorney-client privilege, to the extent doing so would reasonably be expected to cause such privilege to be waived, or (b) if the Company reasonably determines, after consulting with outside counsel, that such cooperation or access is prohibited by any federal, state or local Applicable Laws. All such access and information obtained as a result of such access shall be subject to the terms and conditions of the Non-Disclosure Agreement.
Sample 1
Access by Parent. During the period from the date of this Agreement to the Effective Time or the prior termination of this Agreement pursuant to Section 9.1, Parent and its employees, representatives and agents will be given reasonable access to the facilities, properties, personnel, books and records (including Tax records) of the Company and its Subsidiaries for the purpose of conducting an investigation of its financial condition, status, business, properties and assets; provided, however, that such investigation will be conducted in a manner that does not unreasonably interfere with normal operations of the Company and its Subsidiaries; and provided further, that Parent will, and will cause its employees, representatives and agents to, keep all information furnished to Parent in connection with the transactions contemplated by this Agreement confidential in accordance with the terms and conditions of the Confidentiality Agreement. The Company will cause the Company’s and its Subsidiaries’ employees, and will use its commercially reasonable efforts to cause the Company’s counsel, accountants and other representatives, to be available to Parent and its employees and agents during normal business hours for such purposes.
Sample 1
Access by Parent. Parent has allowed and shall allow Pacer and its authorized representatives full access during normal business hours from and after the date hereof and prior to the Closing Date to all of the properties, books, contracts, commitments and records of Parent for the purpose of making such investigations as Pacer may reasonably request in connection with the transactions contemplated hereby, and Parent shall furnish Pacer such information concerning Parent's affairs as Pacer may reasonably request. Parent has caused and shall cause its personnel to assist Pacer in making such investigation and shall use its and his best efforts to cause the counsel, accountants, and other non-employee representatives of Parent to be reasonably available to Pacer for such purposes.
Sample 1
Access by Parent. Subject to the Confidentiality Agreement and in compliance with all Regulations relating to the exchange of confidential information, from the date hereof through the Closing Date, the Company shall, and shall cause the Company's officers, Employees and Representatives to, afford the Representatives of the Parent and those of its lenders reasonable access upon reasonable notice and at all reasonable times to its Business for the purpose of inspecting the same, and to its officers, Employees and Representatives, properties, Books and Records, Contracts and other Assets, and shall furnish Parent and its Representatives and those of its lenders, upon reasonable notice and in a timely manner, all financial, operating and other data and information as Parent or its affiliates, through their respective Representatives, may reasonably request. Notwithstanding the foregoing, Parent's access to the Company's employee personnel files, shall be limited to that information reasonably necessary to effectuate the Merger.
Sample 1

Related to Access by Parent

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • Access to Documents To the extent applicable to this Agreement, in accordance with §1861(v)(I)(i) of the Social Security Act (42 USC §1395x) as amended, and the provisions of 42 CFR §420.300 et seq, Contractor will allow, during and for a period of not less than four (4) years after the expiration or termination of this Agreement, access to this Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors or related organizations, including books, documents and records relating to same, by the Comptroller General of the United States, the U.S. Department of Health and Human Services and their duly authorized representatives.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Purchaser:

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

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