Access to the Business. The Sellers hereby agree that the Purchaser, its Affiliates, and their respective Representatives (collectively, the "Purchaser Group") may continue their due diligence investigation of the business, operations and affairs of the Business as soon as Purchaser is conveniently able, and may continue such through and until the Closing. The due diligence investigation will consist of general business investigations, examinations of accounting, sales, legal, real estate, and environmental matters of the Business. Each Seller and its Affiliates and Representatives shall cooperate fully with such investigation and, upon reasonable prior notice, shall afford the Purchaser Group reasonable access, at reasonable times mutually agreed upon, to all records and documents of the Business, including, without limitation, the sales records (for 1995, 1996, 1997 and 1998 year-to-date) and current personnel records, at the Stores and other facilities of the Business in order that the Purchaser Group may have the opportunity to make such investigations thereof as it shall deem necessary or desirable. The Sellers shall furnish the Purchaser Group with any applications or statements to be made to any Governmental Authority in connection with the transactions contemplated by this Agreement. Further, the Sellers shall assist the Purchaser Group in contacting and communicating with their independent accountants, suppliers and other Persons having dealings relating to the Business. None of the information furnished hereunder or obtained by the Purchaser Group during its due diligence investigation of the Business shall in any way release any Seller from, or modify, limit, or restrict, representations and warranties made by any Seller in this Agreement. Commencing on the day following the date of this Agreement, Purchaser and its Representatives shall be allowed to conduct Phase I environmental investigations, as Purchaser shall, in its sole discretion, deem appropriate. Prior to conducting any soil or groundwater testing ("Phase II Testing"), however, the Purchaser shall provide the appropriate Seller with the proposed scope of work of any Phase II Testing and request such Seller's consent to such scope of work prior to conducting such testing. Such consent shall not limit Purchaser's rights under Section 9.10 hereof. Purchaser shall bear any cost of such investigation, analysis and testing. The Sellers warrant and represent that they have delivered to the Purchaser copies of all e...
Access to the Business. Upon the written request of the Buyer, the Seller Parties shall use reasonable efforts to afford to the officers, employees and authorized representatives of the Buyer (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the offices, properties, employees and business and financial records of the Business to the extent reasonably necessary for Buyer’s transition planning and shall furnish to the Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided, however, that the Seller Parties or their Affiliates shall not be required to violate any obligation of confidentiality or other obligation under applicable Law to which the Seller Parties or any of their respective Affiliates are subject in discharging their obligations pursuant to this Section 5.1. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of Business, the Seller Parties or their Affiliates. Notwithstanding the foregoing, none of the Seller Parties or their respective Affiliates shall be required to (i) take any action which would constitute a waiver of attorney-client or other privilege or would compromise the confidential information of the Seller Parties or their Affiliates not related to the Business, (ii) supply the Buyer with any information which, in the reasonable judgment of the Seller Parties, the Seller Parties or any of their Affiliates are under a contractual or legal obligation not to supply or (iii) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material. Any information disclosed to the Buyer by the Seller Parties under this Section 5.1 shall be held in accordance with the Confidentiality Agreement, dated as of June 19, 2014 (the “Confidentiality Agreement”), by and between Media General, LIN and Buyer Guarantor.
Access to the Business. The Vendor shall forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, limited partnership agreements and records, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to the Business. The Vendor shall afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of the Business. At the request of the Purchaser, the Vendor shall execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of the Business or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Business maintained by governmental or other public authorities. At the Purchaser's request, the Vendor shall co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with:
Access to the Business. Sellers shall afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants and attorneys) reasonable access during normal business hours to the offices, properties, Employees and business and financial records of the Sellers to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Purchased Assets, the Business and the operations of Sellers as shall be reasonably requested, including all such information as shall be necessary to enable Buyer or its representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Sellers contained in this Agreement have been complied with, and to determine whether the conditions set forth in Article XI have been satisfied. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Sellers. No investigation made by Buyer or its representatives hereunder shall affect the representations and warranties of Sellers hereunder. Buyer expressly acknowledges that any information it receives pursuant to this Section 8.1 is subject to the confidentiality provisions set forth in Section 13.2.
Access to the Business. (i) Sellers and Shareholder shall, from the date hereof up to and including the Closing Date, permit Buyer and Buyer's attorneys, accountants, agents and representatives full access to the books, records, business and assets of Sellers and Shareholder with respect to the Business at any reasonable time and in any reasonable manner on reasonable advance notice and in a manner that does not interrupt Seller's business. Buyer shall have the right to meet with customers and suppliers of Shareholder and Sellers with respect to the Business and Sellers and Shareholder will give Buyer full cooperation with respect thereto. Buyer will cooperate and consult with Seller and Shareholder in arranging any meetings with such customers and suppliers.
Access to the Business. (a) From and after the date of this Agreement until the earlier to occur of the Closing Date and the termination of this Agreement in accordance with Article IX, upon reasonable advance notice and subject to applicable Law, Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, afford to Buyer, its Affiliates and its officers, agents, control persons, employees, consultants, professional advisers (including attorneys, accountants and financial advisors) (“Representatives”) reasonable access during normal business hours, to all of the properties, books, Contracts, commitments, records, officers and employees concerning the Business and the Purchased Assets, including the right to inspect such properties and make copies of such records, and, during such period Seller shall, and shall cause its Subsidiaries to, and shall use reasonable best efforts (including by seeking to enforce its rights under the Merger Agreement) to cause Tribune and its Subsidiaries to, furnish to Buyer all other information concerning the Business and the Purchased Assets as Buyer may reasonably request; provided that Seller may restrict the foregoing access and the disclosure of information to the extent that, in its good faith judgment, (i) any Law applicable to Seller, Tribune or any of their respective Subsidiaries requires it to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a Third Party, (iii) disclosure of any such information or document could result in the loss of attorney-client privilege or (iv) such access would unreasonably disrupt the operations of the Business. Seller shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
Access to the Business. Upon the written request of the Buyer, the Seller shall, and shall cause its Representatives to, reasonably cooperate to, provide to the Buyer and its Representatives (including independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon reasonable prior notice, to the properties, premises, personnel, and business, financial and operating records related to the Business and the Purchased Assets to the extent reasonably necessary for the Buyer’s transition planning, and shall furnish to the Buyer or its Representatives such additional information and data concerning the Business as shall be reasonably requested to the extent reasonably necessary for Buyer’s transition planning; provided that reasonable out-of-pocket costs incurred by the Seller associated with the foregoing shall be reimbursed by Buyer. The Buyer agrees that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Business or the Seller. Notwithstanding the foregoing, Seller shall not be required to (i) take any action which would constitute a waiver of attorney-client or other legal privilege (provided that the Seller shall use its reasonable best efforts to allow for such access or redacted disclosure to the maximum extent that does not result in a loss of any such attorney-client or other legal privilege) or would compromise the confidential information of the Seller wholly unrelated to the Business; (ii) supply the Buyer with any information to the extent the Seller is under a contractual obligation with an unaffiliated third party entered into prior to the Petition Date; (iii) execute or deliver any certificate, document, instrument or agreement that is effective prior to the Closing or agree to any change or modification of any existing certificate, document, instrument or agreement that is effective prior to the Closing; (iv) permit the Buyer or any of its Affiliates to conduct any sampling of soil, sediment, groundwater, surface water or building material; or (v) would violate any applicable Law to which the Seller is subject (provided that the Seller shall use its reasonable best efforts to make appropriate substitute arrangements or redactions to permit reasonable disclosure not in violation of any applicable Law).
Access to the Business. MOB will forthwith make available to the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy to the Purchaser of all title documents, contracts, financial statements, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to MOB and the Business. The Vendors will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the property, assets, undertaking, records and documents of MOB. At the request of the Purchaser, the Vendors will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of any property of MOB or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of MOB maintained by governmental or other public authorities. At the Purchaser’s request, the Vendors will co-operate with the Purchaser in arranging any such meetings as the Purchaser should reasonably request with:
Access to the Business. From the date hereof until the Closing, Seller and ITC shall permit Purchaser and its representatives, agents, counsel and accountants, to have reasonable access at reasonable times during normal business hours, and upon reasonable notice, to the premises, business, properties, assets, financial statements, contracts, books, records and working papers of, and other relevant information pertaining to, ITC and the Business.
Access to the Business. Prior to the Closing Date, Purchaser shall use reasonable efforts to cause the Company to permit Seller and its representatives, agents, counsel and accountants, to have full access at all reasonable times to the premises, business, properties, assets, financial statements, contracts, books, records and working papers of, and other relevant information pertaining to the Company and to cause the Company's officers and employees to furnish to Seller and its representatives, agents, counsel and accountants, such financial and operating data and other information with respect to the Company as Seller may reasonably request. Prior to the Closing Date, Seller shall use reasonable efforts to cause the Company to permit Purchaser and its representatives, agents, counsel and accountants, to have full access at all reasonable times to the premises, business, properties, assets, financial statements, contracts, books, records and working papers of, and other relevant information pertaining to the Company and to use reasonable efforts to cause the Company's officers and employees to furnish to Purchaser and its representatives, agents, counsel and accountants, such financial and operating data and other information with respect to the Company as Purchasers may reasonably request.
