Access of Buyer. (a) During the Interim Period, Seller will provide, and will cause the Acquired Companies to provide, Buyer and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than five (5) Business Days’ prior written notice) and during normal business hours, to the properties, books and records of the Acquired Companies and the appropriate officers and employees of Seller and its Affiliates who have significant responsibility for one or more Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Businesses of the Acquired Companies, that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws and Seller’s or any of its Affiliates’ safety policies, protocols and requirements; provided, however, that Seller shall have the right to (i) have a Representative present for any permitted communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Buyer shall be entitled, at its sole cost and expense, to have the Property surveyed and to conduct non-invasive physical inspections; provided, however, that Buyer shall not be entitled to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on the Property. Promptly upon completion of any such entry, Buyer shall repair any damage caused by such entry. Any disclosure to Buyer pursuant to the foregoing shall be subject to such disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney/client, work product, or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than the Acquired Companies) that is unrelated to the Acquired Companies, the Business of any Acquired Company, or the Projects, or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy, natural gas, fuel oil or other fuel price curves or projections, or other economic predictive models.
Access of Buyer. Buyer shall have access to the employees, offices, properties, records, files, geological and geophysical data, engineering reports and evaluations, books of account, and all other information of the Seller pertaining to the Interests; provided, however, that such investigation shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Seller’s normal operations. Seller shall reasonably assist Buyer in making such investigation and shall cause the counsel, accountants, employees and other representatives of Seller to be reasonably available to Buyer for such purposes. During such investigation, Buyer, at Buyer’s sole cost and expense, shall have the right to make copies of such records, files and other materials as Buyer may deem advisable.
Access of Buyer. (a) During the Interim Period, Seller will provide Buyer and its Representatives with reasonable access during normal business hours to the Facilities and the officers and management employees of Seller and its Affiliates (including the Companies) in such a manner so as not to unreasonably interfere with the business or operations of Seller or its Affiliates (including the Companies); provided, however, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety or operational purposes. Buyer shall be entitled, at its sole cost and expense, to visit the Property. Notwithstanding the foregoing, Seller shall not be required to provide any information or allow any inspection which it reasonably believes it may not provide to Buyer or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Seller or its Affiliates is required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Seller has used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. Following the Closing, Seller shall be entitled to retain copies of all books and records relating to the ownership and/or operation of the Companies or their respective businesses.
Access of Buyer. (a) During the Interim Period, Seller will provide Buyer and its prospective financing sources and its and their Representatives with reasonable access during normal business hours (and other hours as reasonably appropriate to fulfill the intent of this provision) to the Facilities and the officers and management employees of Seller and its Affiliates (including the Companies) in such a manner so as not to unreasonably interfere with the business or operations of Seller or its Affiliates (including the Companies), such access to include participation by Buyer in material management meetings and technical meetings, including those relating to major capital projects and unit overhauls; provided, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety or operational purposes. Buyer shall be entitled, at its sole cost and expense, to visit the Real Property and to receive such information as may reasonably be required so that it may prepare and/or review financial statements after the date hereof. Notwithstanding the foregoing, Seller shall not be required to provide any information or allow any inspection which it reasonably believes it may not provide to Buyer or allow by reason of applicable Law, which constitutes or allows access to information protected by attorney/client privilege, or which Seller or its Affiliates is required to keep confidential or prevent access to by reason of contract, agreement or understanding with third parties if Seller has used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. Following the Closing, Seller shall be entitled to retain copies of all books and records relating to the ownership and/or operation of the Companies or their respective businesses.
Access of Buyer. (a) During the Interim Period, Seller will provide Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Assets of the Companies and the officers and employees of Seller and its Affiliates who have significant responsibility for the Assets of the Companies, but only to the extent that such access (i) does not unreasonably interfere with the business of Seller or its Affiliates or the safe commercial operations of the Assets of the Companies and (ii) is reasonably related to Buyer’s obligations and rights hereunder; provided, however, that (A) Seller shall have the right to have a Representative present for any communication with employees or officers of Seller or its Affiliates and (B) Buyer shall and shall cause its Representatives to observe and comply with all health, safety and security requirements of each of the Companies. Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement, provided, however, if the Confidentiality Agreement was executed by an Affiliate of Buyer, then Buyer hereby agrees to be bound by and to comply with the terms and conditions of such Confidentiality Agreement.
Access of Buyer. (a) Buyer acknowledges that Seller has had discussions with certain Company Employees regarding the sale of the Acquired Interests, including the preparation and negotiation of this Agreement and the other Transaction Documents, and that Buyer shall not have access (before or after the Closing) to any information related to such discussions, including any internal drafts of this Agreement or other Transaction Documents, or any information regarding any other bids for the Acquired Companies or specifically related to the sale process for the Acquired Companies and the activities of Seller in connection therewith, and Buyer hereby agrees that it shall not have any rights to any such information; provided that nothing in this Section 6.02(a) waives Buyer’s rights to access, request and use any factual information concerning the Acquired Companies, the Assets or the Business. Any communications between the Acquired Companies, on the one hand, and Sidley Austin LLP, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement or any other Transaction Documents, and the consummation of the transaction contemplated hereby and thereby, shall be deemed to be attorney-client privileged, and the expectation of client confidentiality relating thereto shall belong solely to the Seller.
Access of Buyer. (a) During the Interim Period, Seller will provide (or will cause each Company to provide) Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the Assets of such Company and the officers and employees of such Company (or, as appropriate, its Affiliates) who have significant responsibility for the Assets of such Company, but only to the extent that such access (i) does not unreasonably interfere with the Business or the safe commercial operations of the Assets of such Company (or, as appropriate, its Affiliates) and (ii) is reasonably related to Buyer’s obligations and rights hereunder; provided, however, that (A) Seller shall have the right to have a Representative present for any communication with employees or officers of such Company or its Affiliates, (B) Buyer shall and shall cause its Representatives to observe and comply with all generally applicable health, safety and security requirements of such Company and (C) Buyer shall not conduct any environmental sampling or testing, except for the completion of a Phase I environmental review, or otherwise make direct contact identifying the Company with regulators of such Company, without receiving the prior written consent of the Seller; provided, however, Buyer shall be permitted to contact the New Mexico State Land Office and Bureau of Land Management after reasonable prior notice to and consultation with Seller, such notice to include a general description of the matters Buyer desires to discuss and address with the New Mexico State Land Office and Bureau of Land Management. Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in Section 6.11. Notwithstanding the foregoing, Buyer shall have no right of access to, and none of the Companies, Seller nor any of their respective Affiliates shall have any obligation to provide any information, the disclosure of which (1) would reasonably be expected in the opinion of counsel to jeopardize any privilege available to Seller, the Companies or any of their respective Affiliates, (2) would cause Seller, the Companies or any of their respective Affiliates to breach a Material Contract or express confidentiality obligation, or (3) would result in a violation of Law.
Access of Buyer. 19 Section 6.02 Conduct of Business Pending the Closing................... 20 Section 6.03 Resignation of Members, Managers, Officers and Directors.. 23 Section 6.04
Access of Buyer. (a) Seller will make available to Buyer for examination and copying any of the Records as Buyer may reasonably request, including, but not limited to, engineering, geological, and geophysical data, reports, maps, electric logs, mud logs, production logs, well records relating to the Interests, files relating to claims against or relating to the Interests, if any, and information relating to the physical condition of the Interests and the land adjoining the Interests, including, if any, results of any water or soil testing, NORM and PCB evaluations.
Access of Buyer. Section 6.02 Conduct of Business Pending the Closing
