Common use of Access to Records and Properties Clause in Contracts

Access to Records and Properties. (a) From the Execution Date until the Closing Date, Sellers (i) shall give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other Representatives, books and records of Sellers; provided, however, that Buyer's inspection of Sellers' properties shall not include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, and (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers under this Agreement. (b) From and after the Closing Date, Buyer shall give Sellers and Sellers' Representative reasonable access during normal business hours to the books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes, including, without limitation, by providing to Sellers, at no charge, for such purposes, the right to use reasonable office space at the Dearborn Facility for up to five (5) people as requested by Sellers and providing appropriate equipment and facilities for reasonable use by such personnel, including parking spaces, phones, computers, fax machines and copy machines for a period not to exceed six (6) months after the Closing Date.

Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (a) From the Execution Date until the Closing Datefinancial or otherwise), businesses, assets, properties or operations of Sellers as Buyer shall reasonably deem appropriate. Sellers shall (i) shall give provide Buyer and its Representatives Related Persons full and complete access at any reasonable access during normal business hours time to all the officesfacilities, properties, officers, employees, accountants, auditors, counsel offices and other Representatives, personnel of Sellers and to all of the books and records of Sellers, including, without limitation, to perform field examinations and inspections of Sellers' inventories and other properties; (ii) cause Sellers' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), businesses, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(h); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that Buyer shall use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of Sellers. In addition, at Buyer's inspection of Sellers' properties expense, Sellers shall not include (i) consistent with its anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to its customers and suppliers and the environmental sampling of any environmental media, including air, soil, surface water or groundwater, opportunity to make cooperative and investigative sales calls on its customers; (ii) shall furnish to provide Buyer and its Representatives Related Persons office space at its facilities and access to such financial, operating office space at all times; and property related data (iii) permit Buyer and other information its Related Persons to talk to the employees of any Seller as Buyer deems appropriate for the purpose of determining the suitability of such persons reasonably request. It is acknowledged and understood that no investigation employees for employment by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers under this Agreement. (b) From and after the Closing Date; provided, however, that Buyer shall give Sellers and use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' Representative reasonable access during normal business hours to the books respective businesses and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities such employee's duties with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes, including, without limitation, by providing to Sellers, at no charge, for such purposes, the right to use reasonable office space at the Dearborn Facility for up to five (5) people as requested by Sellers and providing appropriate equipment and facilities for reasonable use by such personnel, including parking spaces, phones, computers, fax machines and copy machines for a period not to exceed six (6) months after the Closing Date.

Access to Records and Properties. (a) From the Execution Date date hereof until the Closing Date, Sellers (i) shall Seller shall, subject to applicable Law, give Buyer and its Representatives reasonable access during normal business hours to the offices, properties, officers, employees, accountants, auditors, counsel and other Representatives, books and records of SellersSeller relating exclusively to the Facility and the Acquired Assets. Such access shall include Buyer’s right, at its sole cost and expense, to conduct in relation to the Facility a Phase I Environmental Assessment generally conforming to ASTM E-1527-05 using a licensed and qualified consultant previously approved by Seller, provided that such approval shall not be unreasonably withheld, conditioned or delayed by Seller; provided, however, that Buyer's ’s inspection of Sellers' Seller’s properties shall not include the environmental sampling of any environmental media, including air, soil, surface water or groundwater, and (ii) shall furnish to Buyer and its Representatives such financial, operating and property related data and other information as such persons reasonably request. It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers under this Agreement. (b) From and after the Closing Date, Buyer shall give Sellers Seller and Sellers' Representative Seller’s Representatives reasonable access during normal business hours to the non-privileged books and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain Seller retains any Liabilities liabilities, obligations or commitments with respect to such items, the Acquired Assets or Assumed LiabilitiesAssets. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers Seller as may reasonably be requested by Sellers Seller for such purposes, including, without limitation, by providing to Sellers, at no charge, for such purposes, the right to use reasonable office space at the Dearborn Facility for up to five (5) people as requested by Sellers and providing appropriate equipment and facilities for reasonable use by such personnel, including parking spaces, phones, computers, fax machines and copy machines for a period not to exceed six (6) months after the Closing Date.

Access to Records and Properties. (a) From Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the Execution Date until the Closing Date, Sellers condition (i) shall give provide Buyer and its Representatives Related Persons full and complete access at any reasonable access during normal business hours time to all the officesfacilities, properties, officers, employees, accountants, auditors, counsel offices and other Representatives, personnel of Sellers and to all of the books and records of Sellers, including, without limitation, to perform field examinations and inspections of Sellers' inventories and other properties; (ii) cause Sellers' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), businesses, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(h); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that Buyer shall use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of Sellers. In addition, at Buyer's inspection of Sellers' properties expense, Sellers shall not include (i) consistent with its anti-trust guidelines, provide Buyer and its Related Persons with full and complete access to its customers and suppliers and the environmental sampling of any environmental media, including air, soil, surface water or groundwater, opportunity to make cooperative and investigative sales calls on its customers; (ii) shall furnish to provide Buyer and its Representatives Related Persons office space at its facilities and access to such financial, operating office space at all times; and property related data (iii) permit Buyer and other information its Related Persons to talk to the employees of any Seller as Buyer deems appropriate for the purpose of determining the suitability of such persons reasonably request. It is acknowledged and understood that no investigation employees for employment by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or other agreement given or made by Sellers under this Agreement. (b) From and after the Closing Date; provided, however, that Buyer shall give Sellers and use reasonable efforts to prevent any such conversations from unreasonably interfering with the operations of Sellers' Representative reasonable access during normal business hours to the books respective businesses and records pertaining to the Excluded Assets and Excluded Liabilities and, to the extent that Sellers retain any Liabilities such employee's duties with respect to such items, the Acquired Assets or Assumed Liabilities. Buyer shall, and shall cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for such purposes, including, without limitation, by providing to Sellers, at no charge, for such purposes, the right to use reasonable office space at the Dearborn Facility for up to five (5) people as requested by Sellers and providing appropriate equipment and facilities for reasonable use by such personnel, including parking spaces, phones, computers, fax machines and copy machines for a period not to exceed six (6) months after the Closing Date.