Access for Due Diligence. Subject to compliance with applicable Laws, during the Closing Period the Seller shall
Access for Due Diligence. (1) The Company shall (i) permit SMGI and its employees, agents, counsel, accountants or other representatives and advisers, between the date hereof and the Closing, without undue interference to the ordinary conduct of the Business, to have reasonable access during normal business hours and upon reasonable notice to (w) the premises of the Company, (x) the Assets and, in particular to any information, including all Books and Records whether retained by the Company or otherwise, (y) all Contracts and leases, and (z) the senior personnel of the Company, and (ii) furnish to SMGI or its employees, agents, counsel, accountants or other representatives and advisers such financial and operating data and other information with respect to the Assets and the Company as SMGI shall from time to time reasonably request.
Access for Due Diligence. Subject to Law, during the Interim Period, the Vendors shall (a) upon reasonable notice, permit Stericycle and its Representatives to have reasonable access during normal business hours to (i) the premises of the Business, (ii) the Business Assets, including all Books and Records whether retained by the Vendors, any member of the Target Group or otherwise, (iii) all Material Contracts, Leases and other Contracts of the Business to the extent that access to such Contracts does not unduly interfere with the ordinary conduct of the Business, and (iv) the senior personnel of the Business, so long as such access does not unduly interfere with the ordinary conduct of the Business, and (b) furnish to Stericycle or its Representatives such financial and operating data, and other information with respect to the Business and the Business Assets, as Stericycle from time to time reasonably requests; provided, that neither the Vendors nor any member of the Target Group shall be required to disclose to Stericycle any information where such disclosure is prohibited by Law or by the terms of any Contract. Notwithstanding the previous sentence, Stericycle shall not conduct any environmental testing or assessments without the prior written consent of the Vendors and the landlord of any applicable Leased Property.
Access for Due Diligence. Subject to compliance with applicable Laws, during the Closing Period the Seller shall (a) cause the Corporations to give the Purchaser and its accountants, legal advisers and other representatives reasonable access to its personnel, premises, suppliers, books and records, Contracts and other Assets; and (b) provide the Purchaser with such information relating to the Corporations, the Assets and the Business as the Purchaser may reasonably request. At the request of the Purchaser, the Seller will execute or cause to be executed, such authorizations as may be necessary to enable the Purchaser to obtain access to records maintained by Governmental Authorities in respect of the Corporations, the Assets and the Business. No investigation made by the Purchaser or its representatives will affect the Purchaser’s right to rely on any representation or warranty made by the Seller in this Agreement.
Access for Due Diligence. The Existing Shareholders and the Company will allow the Lenders and any persons authorised by the Lenders reasonable access during normal business hours to the records of the Company and to the Company's senior employees and such other personnel and advisers as may be reasonably required by the Lenders for the purpose of carrying out the Lenders' due diligence review and inspection of the Business.
Access for Due Diligence. (i) Subject to applicable Law, during the Interim Period, Seller shall (a) permit the Purchaser and its employees, agents, counsel, accountants or other representatives, to have reasonable access to (i) the premises of the Corporations, (ii) the Corporations’ assets, including all Books and Records whether retained by Seller, the Corporations or otherwise, (iii) all Contracts, and (b) use commercially reasonable efforts to furnish to the Purchaser or its employees, agents, counsel, accountants or other representatives such material financial and operating data and other material information with respect to Corporations and its assets as the Purchaser from time to time reasonably requests.
Access for Due Diligence. Subject to applicable Law, until the Closing Date, the Vendor will, and will cause the Corporation to, upon reasonable notice, permit the Purchaser, its legal counsel, accountants and other representatives, to have reasonable access during normal business hours to the premises, assets, contracts, books and records and senior personnel of the Corporation and to the books and records of the Parent. The Purchaser may not conduct any invasive environmental testing or assessments without the prior written consent of the Vendor and any applicable landlord, which consent by the Vendor will not be unreasonably withheld and will be given if required by any Governmental Entity or any lender or potential lender to the Purchaser in connection with any financing or proposed financing of the transactions contemplated by this Agreement. The Vendor, the Parent and the Corporation are not required to disclose any information to the Purchaser where such disclosure is prohibited by applicable Law. The Purchaser shall not contact any employee, supplier or customer of the Corporation except with the prior written consent of the Vendor and the Corporation, which consent may be given or withheld in the unfettered discretion of the Vendor and the Corporation.
Access for Due Diligence the following material only after it has notified Corporation that it does not intend to exercise its right of termination under Section 6.2(i): (1) technical due diligence regarding the Corporation's hardware and software products, including, but not limited to the PenCAT, TouchDesktop, TouchWare, and TouchWeb products; (2) information regarding the Corporation's "Hub and Spoke" business strategy and (3) copies of the Corporation's patent applications and the file histories for such patent applications.
Access for Due Diligence. Subject to applicable Law, during the Interim Period, each Vendor will, upon reasonable notice, permit the Purchaser, its legal counsel, accountants and other representatives, to have reasonable access during normal business hours to the contracts and books and records of such Vendor in respect of the Purchased Assets and senior personnel of such Vendor, including without limitation all scientific and technical information concerning the properties subject to the Royalties in the possession of such Vendor as may be necessary to permit the Purchaser to prepare such technical reports in respect of such properties as may be required by applicable Canadian provincial securities legislation. No Vendor is required to disclose any information to the Purchaser where such disclosure is prohibited by applicable Law or by the terms of any agreement.
Access for Due Diligence. (1) Subject to applicable Law, during the Interim Period, the Vendors shall (i) upon reasonable notice, permit the Purchaser and its employees, agents, counsel, accountants or other representatives, lenders, potential lenders and potential investors to have reasonable access during normal business hours to (A) the premises of the Vendors, (B) the Purchased Assets, including all Books and Records whether retained by the Vendors or otherwise, (C) all Contracts and Leases (excluding the Excluded Lease), and (D) the senior personnel of the Vendors, so long as the access does not unduly interfere with the ordinary conduct of the Purchased Assets; and (ii) furnish to the Purchaser or its employees, agents, counsel, accountants or other such representatives, lenders, potential lenders and potential investors such financial and operating data and other information with respect to the Purchased Assets and the Purchased Assets as the Purchaser from time to time reasonably requests.
