Access to Information Clause Samples

Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

Access to Information. (a) From the date hereof until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII and subject to applicable Law and the Confidentiality Agreements, upon reasonable advance notice from Parent, the Company shall (i) provide to Parent (and Parent’s officers, directors, employees, accountants, consultants, financial and legal advisors, agents, financing sources (including potential financing sources) and other authorized representatives of Parent and such other parties, collectively, “Representatives”) reasonable access during normal business hours to the offices, properties, books and records of any Group Company, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such persons may reasonably request in writing, and (iii) instruct its and its Subsidiaries’ employees, legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such investigation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the timely discharge by the employees of the Company or its Subsidiaries of their duties. (b) Notwithstanding anything to the contrary in Section 6.03(a), nothing in this Agreement shall require the Company or any of its Subsidiaries to provide Parent or any of its Representatives with access to any books, records, documents or other information to the extent that (i) such books, records, documents or other information is subject to any confidentiality agreement with a Third Party (provided, that at the request of Parent, the Company shall use its reasonable best efforts to obtain a waiver from such Third Party), (ii) the disclosure of such books, records, documents or other information would result in the loss of attorney-client or other legal privilege that could not reasonably be remedied by use of common interest agreements or other arrangements to maintain such privilege (provided, that if such an agreement or arrangement can be used to maintain such privilege, the applicable parties shall, if requested by Parent, enter into such agreement or other arrangement as is reasonably acceptable to the Company to maintain such privilege) or (iii) the disclosure of such books, records, documents...

Access to Information. (a) Upon reasonable advance notice, NV5 shall provide Acuren and its Representatives reasonable access, during normal business hours throughout the period prior to the earlier of the First Effective Time and the date (if any) on which this Agreement is validly terminated pursuant to Article VII, to the NV5 Entities’ properties, books, records and key personnel, and during such period, NV5 shall cause to be furnished promptly to Acuren, its Representatives and the Debt Financing Sources all reasonably available information concerning the NV5 Entities and their respective businesses (including financial information prepared for NV5’s management in the Ordinary Course of Business and information related to planned capital expenditures), as Acuren or the Debt Financing Sources may reasonably request, including copies of such information as is necessary for the operation, ownership and management of the NV5 Entities’ business or information as may be required to permit Acuren to satisfy its obligations to any Governmental Authority following the First Effective Time (but in the case of the Debt Financing Sources, only if relevant to the Debt Financing); provided, that NV5 shall not be required to provide any such access or information that in the reasonable, good-faith judgment of NV5 would (i) be reasonably likely to result in the disclosure of any trade secrets of third parties, the violation of any Law or any material Contract to which any NV5 Entity is a party or by which any NV5 Entity is bound (including any confidentiality obligation of any NV5 Entity), or the unreasonable disruption of the operations of any NV5 Entity (by such access); provided, that NV5 shall use commercially reasonable efforts to obtain the required consent of such third party to provide such access or disclosure to the extent permissible under applicable Law, or (ii) be reasonably likely to jeopardize or undermine protections afforded any NV5 Entity under any privilege or doctrine (including attorney-client privilege); provided, that NV5 shall use commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of such privilege or doctrine; provided further, that (A) NV5 shall promptly notify Acuren in writing if any reason described in the foregoing clauses (i) or (ii) is applicable to any request for information and (B) if any such access or information is limited for the reasons described in the foregoing clauses (i) or (...

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

Access to Information. (a) Sellers agree that, until the earlier of the Executory Contract Designation Deadline and the termination of this Agreement, Purchaser shall be entitled, through its Representatives or otherwise, to have reasonable access to the executive officers and Representatives of Sellers and the properties and other facilities, businesses, books, Contracts, personnel, records and operations (including the Purchased Assets and Assumed Liabilities) of Sellers and their Subsidiaries, including access to systems, data, databases for benefit plan administration; provided however, that no such investigation or examination shall be permitted to the extent that it would, in Sellers’ reasonable determination, require any Seller, any Subsidiary of any Seller or any of their respective Representatives to disclose information subject to attorney-client privilege or in conflict with any confidentiality agreement to which any Seller, any Subsidiary of any Seller or any of their respective Representatives are bound (in which case, to the extent requested by Purchaser, Sellers will use reasonable best efforts to seek an amendment or appropriate waiver, or necessary consents, as may be required to avoid such conflict, or restructure the form of access, so as to permit the access requested); provided further, that notwithstanding the notice provisions in Section 9.2 hereof, all such requests for access to the executive officers of Sellers shall be directed, prior to the Closing, to the Chief Financial Officer of Parent or his designee, and following the Closing, to the Chief Restructuring Officer of Parent or his or her designee. If any material is withheld pursuant to this Section 6.1(a), Seller shall inform Purchaser in writing as to the general nature of what is being withheld and the reason for withholding such material. (b) Any investigation and examination contemplated by this Section 6.1 shall be subject to restrictions set forth in Section 6.24 and under applicable Law. Sellers shall cooperate, and shall cause their Subsidiaries and each of their respective Representatives to cooperate, with Purchaser and its Representatives in connection with such investigation and examination, and each of Purchaser and its Representatives shall use their reasonable best efforts to not materially interfere with the business of Sellers and their Subsidiaries. Without limiting the generality of the foregoing, subject to Section 6.1(a), such investigation and examination shall include reason...

Access to Information. During the Interim Period, upon reasonable notice, and subject to restrictions contained in any confidentiality agreement to which the Company is subject, the Company shall provide to Purchaser and its authorized representatives during normal business hours reasonable access to all the offices, properties, books and records, financial information and Contracts of the Company (in a manner so as to not interfere with the normal business operations of the Company) and, during such period, promptly furnish such information concerning the businesses, properties and personnel of the Company as Purchaser shall reasonably request. All of such information shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the Interim Period, neither the Sellers nor any of their Affiliates (including the Company) shall be required to disclose to Purchaser or any of its representatives any (i) information (A) to the extent related to the sale or divestiture process conducted by the Sellers or their Affiliates for the Company vis-à-vis any Person other than Purchaser and its Affiliates, or the Sellers’ or their Affiliates’ (or their respective representatives’) evaluation of the business of the Company in connection therewith, including projections, financial and other information relating thereto (subject to the provisions of Section 6.4), (B) if doing so would violate any contract or law to which any Seller or any of its Affiliates (including the Company) is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, (C) if any Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (D) if any Seller or the Company reasonably determines upon the advice of outside counsel that such information should not be so disclosed due to its competitively sensitive nature, or (ii) information relating to Taxes or Tax Returns other than information relating to the Company.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. (a) Upon reasonable notice, each of the Company and Parent shall permit, and shall cause each of their respective Subsidiaries to permit, the other party and its representatives, reasonable access to the other party’s respective properties and facilities, plans, specifications and blueprints for such properties and facilities, and the vendors or contractors serving such properties and facilities, and shall disclose and make available to the other party and its representatives all books, papers and records relating to its and its Subsidiaries’ assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directors' and shareholders' meetings (excluding information related to the Merger and the Bank Merger), organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority (subject to regulatory confidentiality requirements), accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Parent and its representatives may have a reasonable interest. However, each of the Company and Parent shall not be required to provide access to or to disclose information to the other party where such access or disclosure would violate or prejudice the rights of any customer, would contravene any Law or Order or would waive any privilege. Each of the Company and Parent will use commercially reasonable efforts to obtain waivers of any such restriction (other than waivers of the attorney-client privilege) and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) During the period from the date of this Agreement to the Effective Time, the Company will cause one or more of its designated representatives to confer with representatives of Parent on a monthly or more frequent basis regarding its consolidated business, operations, properties, assets and financial condition and matters relating to the completion of the transactions contemplated herein. On a monthly basis, the Company will deliver to Parent its internally prepared consolidated income statements no later than 20 days after the close of each calendar month. As soon as reasonably available, but in no event more than 45 days after the end of each fiscal quarter (other than the last fiscal quarter ...

Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities.