Access to Records and Properties of Seller. Between the date of this Agreement and Closing, Seller agrees, subject to Section 8.2, to give Purchaser and its representatives full access at all reasonable times to the Assets and to the Records for inspection and copying at Purchaser’s expense at Seller’s office in Denver, Colorado. To the extent records are kept or maintained by Seller in other locations, Seller agrees to make same available at such other locations.
Access to Records and Properties of Seller. Until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Assets and all records pertaining directly to the Assets to the extent the same are in Seller's possession or control. Nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. The Sellers shall use their reasonable good faith efforts to provide such financial information of Seller that Buyer requests to the extent such information exists. Seller shall permit Buyer to contact employees and take other steps necessary to achieve a smooth transition.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives who shall be bound as "Representatives" under the confidentiality agreement heretofore signed by Parent, reasonable access during normal business hours to the Acquired Assets and all records pertaining to the Acquired Assets or the Business. Buyer, however, shall not be entitled to access any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy.
Access to Records and Properties of Seller. From and after the date of this Agreement, Seller shall, upon reasonable advance notice, afford to Buyer's officers, accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to all books, documents, records, properties, facilities, personnel, trade vendors, customers, employees and other materials that relate to the Business and furnish or cause to be furnished to Buyer such financial, tax and other operating data and other information as Buyer may reasonably request; provided, however, that Buyer shall not be entitled to access any materials containing privileged communications, competitive information, or information about employees, the access to or disclosure of which may violate any Applicable Law.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, free and full access at all reasonable times to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing privileged communications or information about employees, disclosure of which might violate an employee's reasonable expectation of privacy. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein, provided Seller is in material compliance with the provisions of this Section 8.1.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall provide to Buyer's site inspectors access to the Property during normal business hours, and upon twenty-four (24) hours' advance written notice to Xxxxxxxx Xxxxx Xxxxxx & Xxxxx ("HLHZ") provide to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, access during normal business hours all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access (a) any materials containing information in respect of all matters subject to attorney-client privilege; (b) matters subject to government secrecy agreements noted on Exhibit "N"; and (c) any Excluded Assets. Buyer shall have the right, at its own cost, to conduct an environmental inspection of the Facilities of Seller as provided in Section 8.3 below.
Access to Records and Properties of Seller. From and after the date hereof until the Closing Date, the Selling Parties shall afford (i) to all representatives of ABEV and Purchaser, free and full access at all reasonable times to the assets, properties, books and records of Seller in order that ABEV and Purchaser may have full opportunity to make investigations of the assets and affairs of Seller, and to such additional data and other information about the Business and properties of Seller as ABEV and Purchaser shall reasonably request or that the Selling Parties believe in good faith ABEV and Purchaser would want to see in making its investment decision hereunder, and (ii) to the accountants of ABEV and Purchaser, free and full access at all times to work papers and other records of Seller's accountants relating to the Business. Any such investigation made pursuant to clause (i) or (ii) shall not affect or otherwise diminish any of the representations, warranties, covenants or agreements of the Selling Parties hereunder or ABEV and Purchaser's rights to indemnification or otherwise. All information to which ABEV and Purchaser is given access shall be kept strictly confidential except as required by law, statute, rule or regulation and, should the transactions contemplated hereby fail to be consummated, all such information shall be returned to the Selling Parties.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall, upon reasonable advance notice, afford to Buyer's officers, independent public accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Property and all records pertaining to the Property or the Business. Buyer, however, shall not be entitled to access to any materials containing information in respect of any items excluded from the Intangible Property under Section 1.1.4. Buyer shall have the right, at its own cost, to conduct an environmental inspection of the Facilities of Seller as provided in Section 8.3 below to enable Buyer to make the decision with respect to such Facilities as provided in Section 1.1.2. Buyer expressly acknowledges that nothing in this Section 8.1 is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.
Access to Records and Properties of Seller. From and after the date of this Agreement until the Closing Date, Seller shall afford to Buyer and Buyer's officers, accountants, counsel, lenders, consultants and other representatives, reasonable access during normal business hours to the Assets and all records pertaining to the Assets or the Acquired Stores. Debtor acknowledges that Buyer intends to conduct "phase two" environmental testing with respect to the Debtor's stores that are located in the state of Michigan and are listed in EXHIBIT A-8 hereto and identified as "DM Locations" in such EXHIBIT A-8. In addition, Buyer intends to conduct "phase two" environmental testing at locations in Michigan at which Restructure Marketing Petroleum Services, Inc. ("RPMS") owns the relevant underground storage tanks systems and related equipment, and which are identified as "RPMS Locations" in EXHIBIT A-8 hereto. No such "phase two testing" shall be performed at any RPMS Location unless RPMS consents to such "phase two testing". In connection with any such "phase two testing", Debtor will authorize sampling and analysis of soil, surface water, ground water and other media reasonably proposed by Buyer, pursuant to protocols, and at times and locations, reasonably acceptable to Debtor. The results of such testing shall be provided to Debtor and Debtor shall have the sole responsibility for reporting or disclosing such results to environmental regulatory agencies, if required by law. In connection with any such "phase two testing", Debtor will authorize such testing and cooperate with Buyer so that such testing may be conducted in a manner that will allow Buyer to promptly complete such testing and minimize any disruption of Debtor's operation of such stores. Buyer shall be entitled to access to employee personnel files including payroll and benefit enrollment information, other than with regard to any employees Buyer does not intend to hire. Buyer expressly acknowledges that nothing in this Section is intended to give rise to any contingency to Buyer's obligations to proceed with the transactions contemplated herein.
