Due Diligence Access. Subject to the terms and conditions set forth in this Section 4.3, from and after the date of this Agreement, Buyer and its authorized agents and representatives may enter upon the Property during normal business hours (as hereinafter defined) for the purpose of conducting Buyer's due diligence and mapping activities, including reasonable tests, studies, inquiries and appraisals with respect to its purchase of the Property; provided, however, without first obtaining Seller’s prior written consent, Buyer shall only conduct a visual inspection, with no right to conduct any physical testing, boring, sampling or removal (collectively, “Physical Testing”). Seller expressly consents to Buyer conducting a “Phase I” environmental inspection of the Property. If Xxxxx wishes to conduct any Physical Testing of the Property, Buyer shall submit a work plan to Seller for Seller’s prior written approval, which work plan Seller may modify, limit or disapprove in its sole discretion. Xxxxx agrees that, in entering and/or conducting any inspections on the Property, Buyer and/or Buyer’s Agents: (i) will not interfere with the activity of tenants or any persons occupying or providing service at Seller’s remaining property, (ii) will not reveal to any third parties the results of its inspections, and (iii) will restore promptly any physical damage caused by the inspections. Buyer shall give Seller reasonable prior notice of its intention to conduct any inspections, and Seller reserves the right to have a representative present. Xxxxx agrees to promptly deliver to Seller copies of all reports, studies and results of tests and investigations obtained or conducted by Buyer with respect to the Property; provided that, any such information shall be deemed provided without representation or warranty of any kind, and by accepting any such information, Seller acknowledges and agrees that Buyer shall be deemed released from any liability for such information. As used in this Agreement, "normal business hours" means the hours between 7:00 a.m. and 7:00 p.m. (Nevada time) Monday through Friday, but excluding legal holidays. Xxxxx agrees to keep the Property and Xxxxxx’s remaining property free from all liens and to indemnify, defend and hold harmless Seller and Seller's officers, directors, shareholders, beneficiaries, members, partners, agents, employees and attorneys, and their respective successors and assigns, from and against any and all claims, actions, losses, liabilities, damages...
Due Diligence Access. From the date of this Agreement until the Closing, to enable Buyer to conduct due diligence, and following the Closing to the extent needed by Buyer and its accountants to conduct and complete a financial audit of Seller and its operations, Seller and the Shareholders shall make or cause to be made available to Buyer: (i) members of management of Seller for personal interviews; (ii) the Assets; and (iii) all books of account, contracts, agreements, commitments, authorizations, insurance policies, records and documents of every character relating to Seller's business for examination. Accordingly, Seller and Shareholders shall permit Buyer and its representatives, attorneys, accountants and agents to have access to the same at all reasonable times and places.
Due Diligence Access. From the date hereof until the Effective Time and subject to the requirements of applicable Laws, Abraxas and Energy shall (a) provide to the Limited Partners and their respective counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours after reasonable prior notice to the offices, properties, books and records of Abraxas and Energy, (b) furnish to the Limited Partners and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such persons may reasonably request (including furnishing to the Limited Partners, to the extent available, the financial results of Abraxas and its Subsidiaries in advance of any filing by Abraxas with the SEC or other public disclosure containing such financial results), (c) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Abraxas and Energy to cooperate with the Limited Partners in their investigation of Abraxas or Energy, as the case may be. Notwithstanding the foregoing provisions of this Section 2.3, Abraxas and Energy shall not be required to, or to cause any of their respective Subsidiaries to, grant access or furnish information to the Limited Partners or any of their representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing contract or agreement. The Limited Partners shall hold, and shall cause its counsel, financial advisors, auditors and representatives to hold, any material or non-public information concerning Abraxas received from Abraxas or its Subsidiaries confidential. Any investigation pursuant to this Section 2.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Abraxas, Energy or their respective Subsidiaries.
Due Diligence Access. Michxxx xxx Acquisition acknowledge that as of the date this Agreement is executed, Papetti's Hygrade and the Acquired Entities have not completed Due Diligence (for purposes of this Section 7.5, "Due Diligence" shall include consultation with all executive officers of Michxxx xxx the independent auditors of and counsel to Michxxx xx obtain information necessary to verify and confirm the representations and warranties of Michxxx xxx Acquisition set forth herein and examination of all public filings of Michxxx xxxer the Exchange Act and the Securities Act). Therefore, at the reasonable request of Papetti's Hygrade and the
Due Diligence Access. During the Interim Period, upon reasonable advance notice from Buyer and at the sole cost and expense of Buyer, Seller Parties shall, and shall cause the Company and its Subsidiaries to, afford Buyer and its authorized representatives reasonable access, during regular business hours, to the executive personnel, offices, properties, books and records of the Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, however, that such access shall not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries.
Due Diligence Access. The Company will continue to (and cause its officers, directors, producers, employees, agents and representatives to) provide Xxxx and its representatives with full and complete access to all books, records, contracts, facilities and personnel of the Company. Such information shall be made available on a confidential basis.
Due Diligence Access. You are responsible to conduct your own due diligence and investigate all matters relating to the Property, including, without limitation, physical condition and attributes, environmental matters, economic matters, legal matters, encumbrances, and all other aspects. You must coordinate any inspection, visit, or investigation of the Property with Seller or Broker. You are responsible for all liability, damages and costs directly or indirectly arising from any such inspection, visit, or investigation, and agree to indemnify and hold harmless Seller and the Broker from any such liability, damages and costs, and to maintain all applicable policies of insurance to cover such liability, damages and costs.
Due Diligence Access. Target and the Shareholders shall, at reasonable times during normal business hours and on reasonable notice, permit Buyer and its authorized representatives reasonable access to, and make available for inspection, all of the assets and business of Target, including its employees and, in cooperation with Target, Target's customers and suppliers, and permit Buyer and its authorized representatives to inspect and, at Buyer's sole cost and expense, make copies of all documents, records and information with respect to the affairs of Target as Buyer and its representatives may request, all for the purpose of permitting Buyer to conduct a customary due diligence investigation on, and otherwise become familiar with, the business and assets and liabilities of Target.
Due Diligence Access. ST and NWYU, respectively, shall afford to the other’s officers, attorneys, accountants and other authorized representatives free and full access, during regular business hours and upon reasonable notice, to one another’s books, records, personnel and properties (including, without limitation, the work papers prepared by auditors) so that each party may have full opportunity to make such review, examination and investigation as it may desire of the other’s business and affairs. Each party will cause its employees, accountants and attorneys to cooperate fully with said review, examination and investigation and to make full disclosure to the other of all material facts affecting its financial conditions and business operations.
Due Diligence Access. Buyer shall be provided with such access to the corporate, accounting and financial books and records and physical plants and offices of the Seller and Antia as the Buyer shall reasonably request in order to perform a due diligence investigation of the Acquired Business (the "Due Diligence").
