Access to Information and Manufacturing Facilities Sample Clauses

Access to Information and Manufacturing Facilities a. From the date of this Agreement until the Closing, upon reasonable notice, the Seller shall, and shall cause its Subsidiaries to afford the Purchaser and its authorized Representatives reasonable access to the offices, properties (including the Manufacturing Facilities and Owned Real Property) and books and records of the Business; and furnish to the authorized Representatives of the Purchaser such additional available information regarding the Business (or copies thereof), as the Purchaser may from time to time reasonably request; provided, that (A) any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to interfere with the normal operations of the Business; (B) all requests for access pursuant to this Section 5.2(a) shall be made in writing and shall be directed to and coordinated with the Seller or a person or persons designated by the Seller in writing; and (C) the Purchaser shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of the Seller in connection with the transactions contemplated by this Agreement or the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of the Seller. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any access or disclose any information to the Purchaser or its Representatives if such disclosure would, in the Seller’s reasonable discretion (in the case of clauses (2), (3) and (4), after consultation with outside counsel), (1) put the Seller or the Business at a competitive disadvantage if the transactions contemplated by this Agreement and the other Transaction Documents are not consummated; (2) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (3) contravene any applicable Law, fiduciary duty or agreement that exists on the date of this Agreement; or (4) result in disclosure of any proprietary information or trade secrets of the Seller, its Subsidiaries or third parties; provided that, in the cases of clauses (2), (3) and (4), the Seller shall notify the Purchaser in reasonable detail of the circumstances giving rise to such privilege, Law, duty, agreement or trade secret and cooperate to permit disclosure of such info...
Sample 1
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Access to Information and Manufacturing Facilities. (a) From the date of this Agreement until the Closing (or, to the extent relating to any Fiber Assets, the Fiber Transfer Date), upon reasonable notice, the Sellers shall use commercially reasonable efforts to (i) afford the Purchaser and its Representatives reasonable access to the offices, properties (including the Manufacturing Facilities, Owned Real Property and Leased Real Property), assets, Contracts (including the Shared Contracts), books and records, and other documents, data and information of the Business; and (ii) furnish to the authorized Representatives of the Purchaser such additional available information regarding the Business (or copies thereof), as the Purchaser may from time to time reasonably request; provided, that (A) any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Sellers’
Sample 1

Related to Access to Information and Manufacturing Facilities

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Access to Information; Cooperation LTC and Healthcare and their authorized agents shall be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other Party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such Party.

  • Access to Information and Records During the period prior to the Closing:

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Access to Properties and Records; Confidentiality (a) Raritan and the Bank shall permit United and its agents and representatives, including, without limitation, officers, directors, employees, attorneys, accountants and financial advisors (collectively, "Representatives"), and United and UNB shall permit Raritan and its Representatives, reasonable access to their respective properties, and shall disclose and make available to United and its Representatives or Raritan and its Representatives as the case may be, all books, papers and records relating to their respective 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 stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, independent auditors' work papers (subject to the receipt by such auditors of a standard access representation letter), litigation files, plans affecting employees, and any other business activities or prospects in which United and its Representatives or Raritan and its Representatives may have a reasonable interest. Neither party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer or would contravene any law, rule, regulation, order or judgment or, in the case of a document which is subject to an attorney client privilege, would compromise the right of the disclosing party to claim that privilege. The parties will use all reasonable efforts to obtain waivers of any such restriction (other than the attorney client privilege) and in any event make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Raritan acknowledges that United may be involved in discussions concerning other potential acquisitions and United shall not be obligated to disclose such information to Raritan except as such information is publicly disclosed by United.

  • 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. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Maintaining Records; Access to Properties and Inspections Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of the Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to the Borrower to discuss the affairs, finances and condition of the Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as the Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

  • Access to Information and Documents Upon Purchaser's request, Seller shall give Purchaser access to Seller's personnel and all its properties, documents and records and shall furnish copies of documents requested by Purchaser. Purchaser shall not improperly disclose the same prior to the Closing.

  • Access to Facilities Each of the Company and each of its Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable notice and during normal business hours, at such person's expense and accompanied by a representative of the Company, to:

  • Access to Information Concerning Properties and Records Subject to the inability of the Company to provide Parent and Sub access to confidentiality agreements in standard form relating to potential acquisition or business combination transactions by which the Company or any of its Subsidiaries is bound, during the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 hereof, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors (other than "non-management" directors), employees, -------------- accountants, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall reasonably desire of the affairs of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations -------- ------- and warranties made by the Company in this Agreement. The Company shall furnish promptly to Parent and Sub (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request.

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