Common use of Access to Information Concerning Properties and Records Clause in Contracts

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, of Sellers and the Purchased Companies relating to the Businesses to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege.

Appears in 4 contracts

Samples: Membership Interest Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (Iconix Brand Group, Inc.), Membership Interest Purchase Agreement (DHX Media Ltd.)

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Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is validly terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers Seller shall, and shall cause Newco and the Purchased Peanuts Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, of Sellers Seller, Newco and the Purchased Peanuts Companies relating to the Businesses Business to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, provided that Sellers Seller may restrict the foregoing access to the extent that in the reasonable judgment of SellersSeller, any applicable Law requires them it to restrict such access; access and provided, further, that such access shall not unreasonably disrupt the operations of Sellers Seller or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers Seller shall not be required to provide any information or access that Sellers Seller reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (DHX Media Ltd.)

Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers shall, and shall cause the Purchased Companies to, upon reasonable prior notice and during regular business hours, afford Purchaser and its respective Representatives reasonable access to the personnel, properties, and books and records, records of Sellers and the Purchased Companies relating to the Businesses Business, the Purchased Assets and the Assumed Liabilities to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and, during such period, Sellers shall furnish to Purchaser all financial and operating data and other information concerning the Business as Purchaser may reasonably request; provided, that Sellers may restrict the foregoing access to the extent that in the reasonable judgment of Sellers, any applicable Law requires them it to restrict such access; and provided, further, that such access shall not unreasonably disrupt the operations of Sellers or any of its AffiliatesSellers. Notwithstanding anything to the contrary contained in this Agreement, none of the Sellers shall not be required to provide any information or access that Sellers reasonably believe could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)

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Access to Information Concerning Properties and Records. (a) During the period from the date of this Agreement through and including the earlier of (i) the date this Agreement is terminated in accordance with Section 9.1 and (ii) the Closing Date, Sellers Seller shall, and shall cause the Purchased Companies Company to, upon reasonable prior notice and during regular business hours, afford Purchaser and its Representatives reasonable access to the personnel, properties, and books and records, records of Sellers Seller and the Purchased Companies Company relating to the Businesses Business, to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters and as Purchaser may reasonably request; provided, that Sellers Seller may restrict the foregoing access to the extent that in the reasonable judgment of SellersSeller, any applicable Law requires them it to restrict such access; provided, further, that such access shall not unreasonably disrupt the operations of Sellers Seller or any of its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, Sellers Seller shall not be required to provide any information or access that Sellers Seller reasonably believe believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the waiver of attorney/client or similar privilege.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Iconix Brand Group, Inc.)

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