Access to Information Clause Samples

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. (a) From the date of the execution of this Agreement until the Closing Date, Seller will use commercially reasonable efforts, subject to the terms of the Confidentiality Agreement, (i) to give, on reasonable prior written notice and during normal business hours, Buyer, its counsel, and financial advisors, reasonable access to the offices, properties, books and records of such Seller relating (and solely to the extent relating) to the Purchased Assets and (ii) to furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating (and solely to the extent relating) to the Purchased Assets as such Persons may reasonably request. Buyer agrees that any investigation undertaken pursuant to the access granted under this ‎‎‎Section 5.02‎(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of Seller’s business. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide access to, or otherwise furnish, any information if Seller determines, in its reasonable discretion, that (i) such access would be reasonably likely to jeopardize any attorney-client or other similar privilege, (ii) such access would contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement, (iii) the information to be accessed is pertinent to any existing or potential litigation between Seller or any of their Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand or (iv) any information, guidance or advice received by the Company and its Affiliates related to the transactions contemplated by this Agreement. Notwithstanding anything in this ‎‎‎Section 5.02 to the contrary, Seller shall not be required to grant Buyer access to its Tax Returns for any reason. (b) All requests for access or information by or on behalf of Buyer shall be submitted to ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Co. or such other person(s) as Seller may designate in writing, and none of Buyer or any of its Affiliates or representatives shall communicate with any other employees or officers of Seller without the prior written consent of Seller. For the avoidance of doubt, and notwithstanding anything contained herein to the contrary, Buyer shall not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other information relat...

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. 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. From the date hereof until the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, subject to Applicable Law, upon reasonable notice, Seller shall and shall cause Seller’s Affiliates and their respective officers, directors, employees, agents and representatives to afford the officers, employees and representatives of Buyer reasonable access, during normal business hours, to the facilities and books and records of Seller and its Affiliates to the extent relating to the Company and to those officers, directors, employees, agents and representatives of Seller and its Affiliates who have any knowledge relating to the Company; provided, that nothing herein shall obligate Seller to take or permit any actions that would unreasonably interrupt the normal course of the Business or any other business of Seller or any of Seller’s Affiliates; provided further, that Buyer and its representatives shall not have the right to perform any invasive or subsurface investigations of the real property subject to the Real Property Leases; and provided, further, that prior to the expiration or other termination of any waiting period applicable to , or obtaining clearance with respect to, the transactions contemplated by this Agreement under applicable Competition Law, Buyer and its representatives shall only be permitted such reasonable access which, in Seller’s discretion, after consultation with counsel, is appropriate during such review process. Notwithstanding the foregoing, Seller and Seller’s Affiliates shall not have any obligation to provide access to or to disclose (i) information, the access or disclosure of which would compromise any legal privilege, contravene any Applicable Law or violate any Contract, (ii) information involving proprietary information or trade secrets, in each case as determined in the reasonable judgment of Seller and Seller’s Affiliates or (iii) personnel records relating to individual performance or evaluation records, medical histories or other information which, in the Seller’s good faith opinion, is sensitive or the disclosure of which could subject the Company or the Business to risk of liability. All such access and information shall be subject to the terms and conditions of the Confidentiality Agreement. Seller shall have the right to have a representative present at all times during any such inspections, interviews and examinations conducted at or on the offices or other facilities or properties ...

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) Between the Execution Date and the Closing, Seller: shall give Buyer and its authorized Representatives reasonable access, during regular business hours and upon reasonable advance notice, to the properties, books and records of the Company Group; and shall cause officers of the Company Group and Seller to furnish Buyer and its authorized Representatives with such financial and operating data and other information with respect to the Company Group as Buyer may from time to time reasonably request (including information relating to Capital Projects); provided, however, that such access does not unreasonably interfere with the operation of Seller’s and the Company Group’s business and shall be subject to Seller’s or the applicable member of the Company Group’s reasonable security measures and insurance requirements, including all applicable safety requirements of Seller and the Company Group, Buyer shall not have access to any files, records, information or data concerning the Seller Retained Assets and other than the Clean Team Members (as defined in the Clean Team Agreement) set forth or described in the Clean Team Agreement, the Parties shall not have access to any Clean Team-Only Information (as defined in the Clean Team Agreement) (clauses and collectively, the “Excluded Records”), and prior to the Closing, without the prior written consent of Seller (which consent may be withheld by Seller in its sole discretion), neither Buyer nor its authorized Representatives shall be permitted to contact any suppliers to, or customers of, any assets that will be owned by the Company Group as of the Closing, in their capacity as suppliers to, or customers of, such assets, contact any employee of Seller or its Affiliates regarding this Agreement or the transactions contemplated hereby or the business or assets owned, or to be owned, following the Pre-Closing Reorganization except as otherwise provided in Section 6.9 or perform invasive or subsurface investigations of any member of the Company Group’s assets or properties owned, or to be owned, following the Pre-Closing Reorganization or collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils). Seller shall have the right to have a Representative present at all times during any such inspections and examinations conducted at offices or other facilities or properties of Seller, its Affiliates or any member of the C...

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.

Access to Information. (a) The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. PalEx and Subsidiary shall hold and shall use their reasonable best efforts to cause the PalEx Representatives to hold, and the Company shall hold and shall use its reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement, except that each of PalEx, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the Company based on the information in such material shall be destroyed (and PalEx, Subsidiary and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (and reasonable best efforts) shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise PalEx in writing of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have, any Company Material Adverse Effect.