Common use of Access Generally Clause in Contracts

Access Generally. From time to time at the request of any ------ --------- Acquiring Party, ▇▇▇▇▇▇▇▇ will give or cause to be given to the officers, employees, accountants, counsel, and representatives of each Acquiring Party (a) access (in the presence of any representative designated by ▇▇▇▇▇▇▇▇, at ▇▇▇▇▇▇▇▇'▇ option), upon reasonable prior notice, during normal business hours, to all facilities, property, accounts, books, deeds, title papers, insurance policies, licenses, agreements, contracts, commitments, records, equipment, machinery, fixtures, furniture, vehicles, accounts payable and receivable, and inventories of ▇▇▇▇▇▇▇▇ and its Subsidiaries (but, in any event, not personnel, unless ▇▇▇▇▇▇▇▇ otherwise consents) related to the Stations, including for purposes of permitting the Acquiring Parties to perform "Phase One" (and, after consulting with ▇▇▇▇▇▇▇▇ as to the scope thereof, "Phase Two") environmental surveys with respect to the Station Assets, (b) ▇▇▇▇▇▇▇▇ will use its commercially reasonable efforts to obtain the consent of its auditors to permit inclusion of the Financial Statements in applicable securities filings of ▇▇▇▇▇▇▇▇ and, if ▇▇▇▇▇▇▇▇ requests, it shall have the right to have the access provided by Section 7.C(2)(a) to conduct an audit of each Station's financial information, and, subject to the foregoing, ▇▇▇▇▇▇▇▇ shall cooperate with ▇▇▇▇▇▇▇▇'▇ reasonable requests in connection with such audit, including giving all reasonable consents in connection therewith; and (c) all such other information in ▇▇▇▇▇▇▇▇'▇ and its Subsidiaries' possession concerning the affairs of the Stations as such Acquiring Party may reasonably request, in each case at the Acquiring Parties' expense; provided that the foregoing -------- does not disrupt or interfere with the business and operations of ▇▇▇▇▇▇▇▇, its Subsidiaries or any Station in any material respect ("materiality," for purposes of this proviso, being determined by reference to ▇▇▇▇▇▇▇▇, each of its Subsidiaries and each Station individually, and not taken as a whole).

Appears in 1 contract

Sources: Merger Agreement (Sullivan Broadcast Holdings Inc)

Access Generally. From time to time at the request of any ------ --------- Acquiring Party, ▇▇▇▇▇▇▇▇ will give or cause to be given to the officers, employees, accountants, counsel, and representatives of each Acquiring Party (a) access (in the presence of any representative designated by ▇▇▇▇▇▇▇▇, at ▇▇▇▇▇▇▇▇'▇ option), upon reasonable prior notice, during normal business hours, to all facilities, property, accounts, books, deeds, title papers, insurance policies, licenses, agreements, contracts, commitments, records, equipment, machinery, fixtures, furniture, vehicles, accounts payable and receivable, and inventories of ▇▇▇▇▇▇▇▇ and its Subsidiaries (but, in any event, not personnel, unless ▇▇▇▇▇▇▇▇ otherwise consents) related to the Stations, including for purposes of permitting the Acquiring Parties to perform "Phase One" (and, after consulting with ▇▇▇▇▇▇▇▇ as to the scope thereof, "Phase Two") environmental surveys with respect to the Station Assets, (b) ▇▇▇▇▇▇▇▇ will use its commercially reasonable efforts to obtain the consent of its auditors to permit inclusion of the Financial Statements in applicable securities filings of ▇▇▇▇▇▇▇▇ and, if ▇▇▇▇▇▇▇▇ requests, it shall have the right to have the access provided by Section 7.C(2)(a) to conduct an audit of each Station's financial information, and, subject to the foregoing, ▇▇▇▇▇▇▇▇ shall cooperate with ▇▇▇▇▇▇▇▇'▇ reasonable requests in connection with such audit, including giving all reasonable consents in connection therewith; and and (c) all such other information in ▇▇▇▇▇▇▇▇'▇ and its Subsidiaries' possession concerning the affairs of the Stations as such Acquiring Party may reasonably request, in each case at the Acquiring Parties' expense; provided that the foregoing -------- does not disrupt or interfere with the business and operations of ▇▇▇▇▇▇▇▇, its Subsidiaries or any Station in any material respect ("materiality," for purposes of this proviso, being determined by reference to ▇▇▇▇▇▇▇▇, each of its Subsidiaries and each Station individually, and not taken as a whole).

Appears in 1 contract

Sources: Merger Agreement (Sinclair Broadcast Group Inc)