Access to and Delivery of Information Sample Clauses

Access to and Delivery of Information. (a) For a period of six years after the Sale Date (or longer with respect to any open audit periods, provided that the Group requesting such access shall have given reasonable notice of the open audit period to the other Group prior to the end of such six year period), each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access during normal business hours to its books of account, financial and other records (including accountant’s work papers, to the extent consents have been obtained), information, employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access; provided further that in the event any Party reasonably determines that affording any such access or delivery (as provided for below) to the other Party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or any member of its Group, the Parties shall use reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence. Without limiting the generality of the foregoing, Mxxxxx Sxxxxxx agrees to cooperate with MSCI and use reasonable efforts to promptly deliver to MSCI the items, and perform the functions, specified on Schedule 2.02(a) hereto.

Access to and Delivery of Information. From the date of this Agreement, the Company shall, and shall cause its officers, directors, employees, auditors, agents and subsidiaries, and the officers, directors, employees, auditors and agents of each Subsidiary to, give Acquiror and Acquisition and each source of financing for Acquiror in connection with the Merger (each a "Financing Source") and the officers, employees, counsel, advisors and representatives of Acquiror, Acquisition and each Financing Source (the "Agents"), access during regular business hours to all officers, employees, agents, offices, properties, and other facilities and to all books and records of the Company and each Subsidiary, permit Acquiror, Acquisition and each Financing Source to make such inspections and conduct such testing as it may require, and furnish Acquiror, Acquisition and each Financing Source with such financial, operating, environmental and other data and information as Acquiror or Acquisition, through their Agents, may from time to time reasonably request. Acquisition and Acquiror shall hold and shall cause their Agents to hold all information provided pursuant to this Section 6.2 confidential to the extent required by the terms of the Confidentiality Agreement. The Company shall furnish promptly to Acquiror and Acquisition a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of federal, state or foreign securities laws. The Company will deliver or make available to Acquiror a true and complete copy of each of the Company Permits within 10 days after the date of this Agreement. No investigation made by Acquiror, Acquisition or any Agent pursuant to this Section 6.2 shall affect any representations or warranties of the parties contained in this Agreement or any conditions to their obligations hereunder.