Access to Premises and Information. At reasonable times prior to the closing date, Seller will provide Buyer and its representatives with reasonable access during business hours to the assets, titles, contracts and records of Seller and furnish such additional information concerning Seller's businesses Buyer may from time to time reasonably request.
Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, the Company will permit Buyer, and its Representatives to have reasonable access during normal operating hours to the records and books of account of the Group Companies (the “Records”) in possession of the Group Companies and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companies; provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoing.
Access to Premises and Information. 6.1 The Customer shall provide to HBT, or such third party nominated by HBT, such information and documentation relating to the implementation, maintenance and support and/or administration of the Services as is necessary to enable HBT and/or its contractors to implement, maintain and support and administer the provision of those Services.
Access to Premises and Information. (a) From the date hereof until the Closing, or until the earlier termination of this Agreement in accordance with Section 10, upon reasonable notice from time to time, the Acquired Companies will permit the Buyer and its Representatives to have reasonable access during normal business hours and under the supervision of Company personnel to the records and books of account of the Acquired Companies (the “Records”) in possession of the Acquired Companies and to the employees (with the coordination and approval of Xxxxx Xxxxx, not to be unreasonably withheld, conditioned or delayed) and premises of the Acquired Companies as such Person may reasonably request; provided, however, that such access to such information and furnishing of such information (i) will be conducted solely at the Buyer’s expense, the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Acquired Companies and any such access shall take into account restrictions imposed by the Acquired Companies as a result of the COVID-19 Pandemic, (ii) will not include any sampling or testing of soil, sediment, surface or ground water and/or building material and (iii) Buyer and its authorized agents and representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Acquired Companies, or any other Person having a business relationship with the Acquired Companies, unless, in each case, approved in advance in writing by the Sellers’ Representative, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Section 8.1, the Acquired Companies may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement or undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, (c) if the provision of access to such document (or portion thereof) or information, as determined by the Acquired Companies in good faith, on the advice of legal counsel would reasonably be expected to conflict with applicable Legal Requirements or (d) in connection with any dispute related to this Agreement and the Contemplated Transaction between Buyer or any of its Affiliates, on the one hand, and any Seller, the Sellers’ Representative, the Company or any of their respective Affiliates, on the other hand. All Records or other information made accessible ...
Access to Premises and Information. (a) During the Pre-Closing Period, the Company shall, subject to prior review and approval of the Company’s antitrust counsel, permit Parent and its Affiliates and their respective Representatives, at Parent’s expense, to have reasonable access (at reasonable times and upon reasonable notice) to Representatives of the Company and to the premises, properties (excluding for the purposes of environmental inspection), books, records (including Tax records) and Contracts of the Acquired Companies and shall furnish promptly such information concerning the businesses, properties and personnel of the Acquired Companies as Parent shall reasonably request; provided that the Acquired Companies shall not be required to provide access or to disclose information if such access or disclosure (i) would reasonably be expected to jeopardize the privilege of the Acquired Companies with respect to attorney-client communications or attorney work product, (ii) relates to information or materials required to be kept confidential by applicable Law or Contracts, (iii) relates to information or materials that relate to the proposed sale of the business of the Acquired Companies or the negotiation, execution and delivery of this Agreement or (iv) would violate applicable Law (other than Federal Cannabis Laws); provided, however, that the Company will notify Parent in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and will permit disclosure of such information in the cases of the foregoing clauses (i) and (ii), to the extent possible, in a manner consistent with privilege, the applicable Contracts or applicable Law. The information provided pursuant to this Section 6.5(a) shall be used solely for the purpose of the Contemplated Transactions, and such information shall be kept confidential by Parent in accordance with the terms and conditions of the Confidentiality Agreement.
Access to Premises and Information. 42 8.2. Conduct of Business Prior to Closing. 43
Access to Premises and Information. Prior to the Closing, the Company ---------------------------------- will permit the Investors and their prospective investors and lenders and their respective authorized representatives to have full access to their premises and documents, books and records and to make copies during normal business hours of such financial and operating data and other information with respect to the Company as the Investors, such investors or lenders, or any of their representatives shall reasonably request. The Company will cause to be delivered such additional information and copies of documents, books and records relating to the Company as may be reasonably requested by the Investors, such investors or lenders, or any of their representatives.
Access to Premises and Information. Upon reasonable notice and subject to reasonable supervision by the Sellers or their agents and to the restrictions contained in any confidentiality agreement to which such party is subject, on and prior to the Closing Date, the Sellers will permit, and will cause the Transferred Companies to permit, the Buyer and its authorized representatives (including, without limitation, any financing sources and their respective authorized representatives) to have reasonable access during normal operating hours to the respective records and books of the Transferred Companies (the "RECORDS") in possession of the Transferred Companies or the Sellers (or deliver copies thereof) and the premises, agents and personnel of any of the Transferred Companies during normal business hours that relate in any manner to the conduct or operations of the Transferred Companies on or prior to the Closing Date. No investigation by the Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers contained in this Agreement. In order that the Buyer may have full opportunity to utilize such access, the Sellers shall cause the Seller's authorized representatives, the Transferred Companies and their authorized representatives to cooperate fully with the Buyer and its authorized representatives (including, without limitation, any financing sources and their respective authorized representatives) in connection with their examination or investigation.
Access to Premises and Information. At reasonable times prior to ------------------------------------- the Closing Date, Seller will provide Purchaser and its representatives with reasonable access during business hours to the assets, titles, contracts, and records of Seller and furnish such additional information concerning Seller's business as Purchaser from time to time may reasonably request.
Access to Premises and Information. The Course Provider shall permit IMDA without any prior notice, full and free access to its place of operation, the Training Sites, financial statements, records, books, documents, papers and all such information relating to the Course and render all such co-operation as may be required for the purpose of monitoring its conduct of the Course, or compliance with the Agreement, and shall allow IMDA to inspect, copy or make extracts from such registers, statements, records, books, documents, papers and information for the said purposes.
