Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated, subject to the Confidentiality Agreement, the Company shall, and shall cause the Subsidiaries to, give Parent and Merger Sub and Parent’s and Merger Sub’s representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and the Subsidiaries, and shall make the officers and employees of the Company and the Subsidiaries available to Parent and Merger Sub and their representatives as Parent, Merger Sub and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or a Subsidiary (including ISG) to take any actions that would unreasonably disrupt the normal course of their businesses or violate any applicable Law; provided, however, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws (including the HSR Act). Other than as expressly prohibited in the preceding sentence, prior to the Closing or termination of this Agreement, Parent is authorized to contact any officer, director, employee, lender or, with the prior written consent of the Company (which consent will not be unreasonably withheld, delayed or conditioned), franchisee, customer, supplier, distributor or other material business relation of the Company or the Subsidiaries prior to the Closing.
Access to Information and Facilities. Seller shall afford Buyer and its representatives full access during normal business hours to all facilities, properties, books, accounts, records, contracts and documents of or relating to the Business in Seller's possession or control, subject to reasonable advance notice and requirements that Buyer not interfere with the operations and activity of the Business; provided, that Seller shall have the right to have a representative present during such investigations and inspections.
Access to Information and Facilities. (a) From the date of this Agreement to the earlier of the Closing Date or the date this Agreement is terminated, subject to the Confidentiality Agreement, Seller shall give Purchaser and Purchaser’s representatives, upon reasonable notice, reasonable access during normal business hours to the offices, Facilities, books and records of the Business, and shall make the officers and employees of Seller and its Affiliates available to Purchaser and its representatives as Purchaser and its representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate Seller to take any actions that would unreasonably disrupt the normal course of its businesses or violate the terms of any contract to which Seller is bound or any Applicable Law; provided, that all requests for access shall be directed to Xxxxx Xxxxxx in writing (the “Designated Contacts”); provided, further, that nothing herein shall require Seller to provide access or to disclose any information to Purchaser if such access or disclosure (i) would cause significant competitive harm to Seller if the transactions contemplated by this Agreement are not consummated or (ii) would be in violation of Applicable Laws or the provisions of any agreement to which Seller is a party. Other than the Designated Contacts, Purchaser is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates to not) contact any officer, director, employee, franchisee, customer, supplier, distributor, lender or other material business relation of Seller prior to the Closing without the prior written consent of a Designated Contact. From and after the date this Agreement is fully executed by and among Purchaser, the Seller and the Real Estate Seller, Purchaser acknowledges that its access to the Facilities, offices, and books and records of the Business by Purchaser, and any communications with Seller or its employees, representatives and agents, shall not, absent actual fraud or other intentional misrepresentations on the part of the Sellers and/or its representatives, be the basis for termination of this Agreement or give rise to any other contingency to Closing, it being understood that Purchaser shall have conducted all the due diligence reasonable and necessary for the negotiation and entry into this Agreement prior to such date.
Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the “ Interim Period ”), the Company shall, and shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and its Subsidiaries, and shall make the officers and employees of the Company and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law ( provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); provided , however , that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further , that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of suc...
Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer and Sellers shall have mutually agreed, Sellers shall, and shall cause the Company to, give Buyer and Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of the Company and shall make the officers and employees of the Company available to Buyer and its representatives as Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company which Buyer or its representatives reasonably request.
Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as the Buyer and the Seller shall have mutually agreed, the Seller shall, and shall cause the Company to give the Buyer and the Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, contracts, commitments and records of the Company, and the Seller shall make the officers and employees of the Company available to the Buyer and its representatives as the Buyer and its representatives shall from time to time request. The Buyer and its representatives will be furnished with any and all information concerning the Company which the Buyer or its representatives reasonably request.
Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and its Subsidiaries, and shall make the officers and employees of the Company and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such mate...
Access to Information and Facilities. (a) From and after the date of this Agreement, the Company and each Company Subsidiary shall give the Parent Corporation and the Acquisition Corporation and their representatives access during normal business hours to all of the facilities, properties, books, contracts, commitments and records of the Company and each Company Subsidiary and shall make their respective officers and employees available to the Parent Corporation and the Acquisition Corporation and their representatives as the Parent Corporation or the Acquisition Corporation or their representatives shall from time to time reasonably request. The Parent Corporation and the Acquisition Corporation and their representatives will be furnished with any and all information concerning the Company and Company Subsidiaries which the Parent Corporation or the Acquisition Corporation or their representatives reasonably request.
Access to Information and Facilities. Seller will afford Buyer and its representatives, at Buyer's sole expense, reasonable access during normal business hours to all Transferred Assets, facilities, properties, books, accounts, records, contracts and documents of or relating to the Business in Seller's possession or control. Seller shall exercise commercially reasonable efforts to furnish or cause to be furnished to Buyer and its representatives all data and information in Seller's possession concerning the Exchanges as shall reasonably be requested by Buyer. Seller shall exercise commercially reasonable efforts to gather additional Material Contracts for Buyer's review. Seller acknowledges and agrees that Buyer's ongoing review, examination and investigation of the Business and the Transferred Assets, facilities, properties, books, accounts, records, contracts and documents of or relating to the Business contemplated in the immediately preceding sentence is necessary to facilitate the assimilation of the Business into Buyer's operations, the transfer of the ownership and use of the Transferred Assets from Seller to Buyer and other reasonable business purposes, and may include the following activities:
Access to Information and Facilities. FBI, DOJ, DOD and DHS may visit with thirty
