Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall afford the Buyer and its Representatives reasonable access to the properties, offices, plants and other facilities, books and records to the extent relating to the Business, the Transferred Assets or the Assumed Liabilities and shall furnish the Buyer with such financial, operating and other data and information to the extent relating to the Business as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Seller and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities.
Covenants Regarding Information. (a) From the date of the Original Agreement until the Closing Date, upon reasonable notice, the Company and its Subsidiaries shall afford the Acquiror and its officers, employees, agents, accountants, advisors, bankers and other representatives (collectively, “Representatives”) reasonable access to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish the Acquiror with such financial, operating and other data and information as the Acquiror may reasonably request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to the Acquiror or its Representatives if such disclosure would, in the Company’s reasonable discretion, (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement; provided, however, that the Company and its Subsidiaries shall use commercially reasonable efforts to provide such information in a manner that will not jeopardize such privilege or contravene any Law, duty or agreement.
Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller and its Subsidiaries shall (i) afford the Buyer and its Representatives and Designees, reasonable access to the books and records of the Targets and the Selling Entities related to the Targets, (ii) furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours upon reasonable notice, under the supervision of the Seller’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Seller. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor any of its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, (A) in the Seller’s sole discretion, jeopardize any attorney-client privilege or any work-product privilege or (B) contravene any duty imposed by applicable Laws.
Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities).
Covenants Regarding Information. (i) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall afford the Representatives of the Buyer reasonable access to the properties, offices, plants and other facilities, books and records of the Seller relating substantially to the Business, and shall furnish the Buyer with such financial, operating and other data and information to the extent relating substantially to the Business as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Seller and the Business. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would (A) jeopardize any attorney-client or other legal privilege, (B) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (C) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities.
Covenants Regarding Information. From the date hereof until the Closing Date, the Seller shall, and shall cause the Company and its Subsidiaries to, afford the Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request, including any documentation relating to the Restructuring. Subsequent to the Closing, the Seller shall, and shall cause Palladium to afford the Buyer and its Representatives such information as required pursuant to Section 8.6.
Covenants Regarding Information. From the date hereof until the Closing Date, the Sellers shall, and shall cause the Company to, afford the Buyer and its Representatives complete access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Sellers and the Company, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request.
Covenants Regarding Information. (a) From the Effective Date until the earlier of the termination of this Agreement pursuant to Section 9.1 and the Closing Date, and subject to applicable Law and the Confidentiality Agreement, the Company will afford Buyer and its Representatives reasonable access (including copying at Buyer’s expense) at all reasonable times, upon reasonable prior written notice, to the Company’s assets, the Owned Real Property and the Company’s on-site office at the Owned Real Property, in each case relating solely to the Company’s assets or the Business (provided that the Company or its Representatives will have the right to accompany Buyer and its Representatives in connection with any such access), and will furnish Buyer with such financial, operating and other data and information relating to the Company’s assets or the Business as Buyer may reasonably request, excluding, however, (i) internal documentation related to the negotiation of this Agreement and the Transactions (other than the due diligence items), (ii) privileged communications with internal or external attorneys, attorney work product, documentation and information, including any such items, communications or documentation relating to the Specified Litigations (other than any documents provided in accordance with Section 10.25), and (iii) documentation and information relating to the Affiliate Arrangements or any other operations of any Affiliates of the Company (such documentation and other items and communications described in clauses (i) through (iii) above, “Excluded Documentation”).
Covenants Regarding Information. From the date of this Agreement until the Closing Date, the Seller shall afford the Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) at all reasonable times to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities, and books, records and accounts relating to the Purchased Assets, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Purchased Assets as the Buyer may reasonably request.
Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Seller shall, and shall cause its Affiliates to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) at all reasonable times and upon reasonable prior notice to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities, and books and records relating to the Business and the Purchased Assets, and shall furnish the Buyer with (i) unaudited monthly financial statements for the month of the date of the Agreement and for each subsequent month thereafter through the month of the Closing, in each case promptly (and in any event no later than five Business Days) following the end of each such month and (ii) such financial, operating and other data and information in connection with the Business and the Purchased Assets as the Buyer may reasonably request; provided, that until the Closing Date, the Seller shall not be required to provide access to or furnish any information if doing so would violate applicable Law, or where such access to information would involve the waiver of an attorney-client privilege so long as the Seller has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not violate applicable Law or compromise the Seller’s privilege with respect thereto, including by disclosing such information to external counsel to the Buyer to the extent required to comply with applicable Law or maintain such privilege, as applicable.
