Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Law relating to antitrust, employment or privacy issues, Sellers shall (and shall cause the Purchased Companies to) afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser’s investigation shall be conducted in a manner which does not interfere with the Companies’ normal operations, customers and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to the Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.
Access; Certain Communications. Between the date of ------------------------------ this Agreement and the Closing Date, subject to any Applicable Laws relating to the exchange of information,
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to applicable laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement:
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall and shall cause the Company to afford to Buyer and its authorized agents and representatives (including, without limitation, its legal advisors, accountants, and prospective lenders and their authorized agents and representatives), reasonable access, upon reasonable prior notice and during normal business hours, to contracts, documents and information relating to the business of the Company as Buyer shall reasonably request and to make extracts and copies of such documents. Buyer, its prospective lenders and their agents shall not contact or have access to customers, suppliers or employees of the Company without the prior consent of Seller (which consent shall not be unreasonably withheld). It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.5, Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges; or (ii) in the event Buyer is in breach of this Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances, interfere with the operations, activities or employees of the Company, or if such access would, in the judgment of Seller, violate applicable antitrust or similar laws.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, VFL shall afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspect of the Business. VFL shall cause the Business Employees and other employees of VFL and its Affiliates to provide reasonable assistance to Purchaser in Purchaser's investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser's investigation shall be conducted in a manner which does not interfere with VFL's normal operations, customers and employee relations. VFL shall cooperate with Purchaser and its authorized agents and representatives in seeking the reasonable assistance of former employees of VFL and its Affiliates and VFL's outside consultants with respect to Purchaser's investigation. Without limiting any of the terms thereof, the Confidentiality Agreement shall govern Purchaser's and its agents' and representatives' obligations with respect to all confidential information with respect to the Business, VFL and its Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date. Further, nothing in this Agreement or in any of the Related Agreements shall permit access by Purchaser or any third parties to legally privileged communications and other documents of VFL or its Affiliates.
Access; Certain Communications. Between the date of this ------------------------------ Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, the Sellers shall afford to Buyer and its authorized agents and representatives reasonable access, upon reasonable prior notice and during normal business hours, to the personnel, properties, records, contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and such other aspects of the business of the Companies and the Funds as Buyer shall reasonably request; provided, however, that such -------- ------- investigations shall be conducted in a manner which does not unreasonably interfere with the normal operations, clients and employee relations of any of the Companies. Prior to the Closing, the Sellers shall cause the officers and employees of the Companies to furnish to Buyer and its officers, employees, representatives, counsel and accountants such financial and operating data and other information with respect to the business, properties and assets of the Companies as Buyer or any such Person shall from time to time reasonably request, and shall cause each Company and its respective directors, partners, officers and employees to cooperate with, and each Company shall request its independent public accountants and independent legal counsel to cooperate with, Buyer and its officers, employees, representatives, counsel and accountants so as to enable Buyer to become fully informed with respect to the business, assets, financial condition, results of operations and prospects of the Companies. Notwithstanding the foregoing, Buyer agrees that any meetings between Buyer and Company personnel shall be arranged in advance by the Chief Executive Officer of PCM or his designee. No investigation pursuant to this Section 5.6 or otherwise shall affect or limit the representations and warranties of the Sellers set forth herein.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall cause the Company and its Subsidiary to afford to Buyer and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company and its Subsidiary (including any information which Buyer or Goodxxx, Xxocter & Hoar xxxll request in connection with the legal opinion contemplated by Section 3.2(e) hereof), Seller shall cause the Company and its Subsidiary to cause their respective personnel to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the transactions contemplated 41 48 hereby; provided, however, that Buyer's investigation shall be conducted in a manner which does not unreasonably interfere with the Company's and its Subsidiary's normal operations, customers, and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement (except to the extent that they conflict with a provision hereof) shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information with respect to the Company or any Affiliate thereof provided or made available to them at any time, including the period between the date of this Agreement and the Closing Date.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, the Advisors and the Equityholders shall afford to the Parent and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and such similar aspects of the business of the Advisors and the Pooled Products as the Parent shall reasonably request and the Parent shall afford to the Advisors and the Equityholders and their authorized agents and representatives the same degree of access regarding the business of the Parent; provided, however, that such investigations shall be conducted in a manner which does not unreasonably interfere with the other party's normal operations, customers and employee relations. No investigation pursuant to this Section 6.7 or otherwise shall affect or limit 29 35 the representations and warranties of the Advisors and the Equityholders or of the Parent, as the case may be, set forth herein.
Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to any Applicable Laws relating to the exchange of information, the Company and the Beneficial Owners shall afford to Buyer and its authorized agents and representatives reasonable access, upon reasonable notice and during normal business hours, to all contracts, documents, Records and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company. The Company and the Beneficial Owners shall cause their personnel, attorneys and accountants to provide assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Acquired Assets, including allowing Buyer and its authorized agents and representatives access to the Operating Sites and data processing facilities; provided, however, that Buyer's investigation shall be under the general coordination of the Company and shall be conducted in a manner which does not unreasonably interfere with the Company's normal operations, customers, and employee relations.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Laws relating to the exchange of information and confidentiality, the Company shall afford to Buyer and its authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to all Contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company. The Company shall cause its personnel, attorneys and accountants to provide assistance to Buyer in Buyer's investigations of matters relating to the transactions contemplated hereby, including allowing Buyer and its authorized agents and representatives access to the facilities of the Company; provided , however, that Buyer's investigations shall be conducted in a manner which does not unreasonably interfere with the Company's normal operations, customers, and employee relations.
