Access Covenant. Assignee agrees that it shall use its best efforts to retain the Operative Agreements with respect to each of the Transferred Interests transferred to it hereunder in perpetuity; provided, however, that Assignee shall have the right to (a) transfer any Operative Agreements relating to a Transferred Interest or Aircraft to the purchaser of such Transferred Interest or Aircraft, as the case may be, subject to such purchaser's agreement to retain such Operative Agreements and to permit Assignor and its agents and representatives access to such Operative Agreements for the remaining term of the Promissory Note and (b) dispose of or destroy any such Operative Agreements at any time which is after payment in full and discharge of the Promissory Note. Assignee will allow or will cause Assignor and its agents and representatives to be allowed access, during regular business hours at the offices of Assignee, to all of the Operative Agreements and to any Persons having possession of or information relating to the Operative Agreements.
Access Covenant. Assignee agrees that it shall use its best efforts to retain the Operative Agreements and the Receivable Agreements with respect to each of the Transferred Interests transferred to it hereunder in perpetuity; provided, however, that Assignee shall have the right to (a) transfer any Operative Agreements or Receivable Agreements relating to a Transferred Interest or Aircraft to the purchaser of such Transferred Interest or Aircraft, as the case may be, subject to such purchaser's agreement to retain such Operative Agreements or Receivable Agreements and to permit Assignor and its agents and representatives access to such Operative Agreements or Receivable Agreements for the remaining term of the Promissory Note and (b) dispose of or destroy any such Operative Agreements or Receivable Agreements at any time which is after payment in full and discharge of the Promissory Note. Assignee will allow or will cause Assignor and its agents and representatives to be allowed access, during regular business hours at the offices of Assignee, to all of the Operative Agreements or Receivable Agreements and to any Persons having possession of or information relating to the Operative Agreements or Receivable Agreements.
Access Covenant. Assignee agrees that it shall use its best efforts to retain the Operative Agreements with respect to each of the Transferred Interests transferred to it hereunder in perpetuity; provided, however, that Assignee shall have the right to (a) transfer any Operative Agreements relating to a Transferred Interest or Aircraft to the purchaser of such Transferred Interest or Aircraft, as the case may be, subject to such purchaser's agreement to retain such Operative Agreements and to permit Assignor and its agents and representatives access to such Operative Agreements for the period ending on the fifth (5th) anniversary of this Agreement and (b) dispose of or destroy any such Operative Agreements at any time which is after the fifth (5th) anniversary of this Agreement. Assignee will allow or will cause Assignor and its agents and representatives to be allowed access, during regular business hours at the offices of Assignee, to all of the Operative Agreements and to any Persons having possession of or information relating to the Operative Agreements.
Access Covenant. Upon reasonable request from Seller, and including without limitation as further set forth in the Transition Services Agreement, during reasonable hours, and subject to the terms of the Confidentiality Agreement, Buyer will following the Closing Date provide to Seller, and the accountants, counsel and representatives of Seller, including any administrator of the Plan or Seller’s estate, such access to the pre-closing books and records relating to the Business as is reasonably necessary to permit Seller to monetize any Excluded Assets and otherwise liquidate its estate after the Closing and confirmation of the Plan and to conclude the Bankruptcy Case, including the administration of the Plan, reconciliation and litigation of claims and making of distributions contemplated under the Plan, or otherwise. Such access will include (a) reasonable access to Buyer’s personnel, information technology systems and books and records and (b) the use of office space for individuals and office support of appropriate secretaries or clerks for employees of Seller engaged in such wind-down and liquidation process. Buyer will provide such services free of any charges, fees or rents, provided that Seller will reimburse Buyer for reasonable out-of-pocket costs and expenses incurred by Buyer in connection with providing such services (which for the avoidance of doubt will not include salaries paid to Buyer’s consultants or employees or Buyer’s overhead but may include temporary service workers (at customary and reasonable hourly costs) if needed based upon the reasonable time demands of the regular work of Buyer’s employees and the reasonable time demands of Seller’s employees engaged in the liquidation).
Access Covenant. Upon reasonable request from Seller, during reasonable hours, and subject to the terms of the Confidentiality Agreement, Buyer will following the Closing Date provide to Seller, and the accountants, counsel and representatives of Seller, including any administrator of the Plan or Seller's estate, such access to the pre-closing books and records relating to the Business as is reasonably necessary to permit Seller to monetize any Excluded Assets and otherwise liquidate its estate after the Closing and confirmation of the Plan and to conclude the Bankruptcy Case, including the administration of the Plan, reconciliation and litigation of claims and making of distributions contemplated under the Plan or otherwise. Such access will include (a) reasonable access to Buyer’s personnel, information technology systems and books and records and (b) the use of office space for individuals and office support of appropriate secretaries or clerks for employees of Seller engaged in such wind-down and liquidation process. Buyer will provide such services free of any charges, fees or rents, provided that Seller will reimburse Buyer for reasonable out-of-pocket costs and expenses incurred by Buyer in connection with providing such services (which for the avoidance of doubt will not include salaries paid to Buyer’s consultants or employees or Buyer’s overhead but may include temporary service workers (at customary and reasonable hourly costs) if needed based upon the reasonable time demands of the regular work of Buyer’s employees and the reasonable time demands of Seller's employees engaged in the liquidation).
Access Covenant. Upon reasonable request from Seller, during reasonable hours, and subject to the terms of the Confidentiality Agreement, Buyer will for a period of two (2) years following the Closing Date provide to Seller, and the accountants, counsel and representatives of Seller, including any administrator of the Plan or Seller's estate, such access to the pre-closing books and records relating to the Business as is reasonably necessary to permit Seller to monetize any Excluded Assets and otherwise liquidate its estate after the Closing and confirmation of the Plan and to conclude the Bankruptcy Case, including the administration of the Plan, reconciliation and litigation of claims and making of distributions contemplated under the Plan or otherwise. Such access will include (a) reasonable access to Buyer’s personnel, information technology systems and books and records and (b) the use of office space for individuals and office support of appropriate secretaries or clerks for employees of Seller engaged in such wind-down and liquidation process. Buyer will provide such services free of any charges, fees or rents, provided that Seller will reimburse Buyer for reasonable out-of-pocket costs and expenses incurred by Buyer in connection with providing such services (which for the avoidance of doubt will not include salaries paid to Buyer’s consultants or employees or Buyer’s overhead but may include temporary service workers (at customary and reasonable hourly costs) if needed based upon the reasonable time demands of the regular work of Buyer’s employees and the reasonable time demands of Seller's employees engaged in the liquidation).
