Information and Access Clause Samples
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Information and Access. (a) Purchaser acknowledges receipt of copies of the materials set forth on Schedule 5.1 hereto. During the term of this Agreement, Seller shall promptly provide Purchaser with such additional information concerning the Property as Purchaser may reasonably request, to the extent that the same is in Seller’s possession or control.
(b) During the term of this Agreement, Purchaser, personally or through its authorized agents or representatives, at its sole expense,, shall be entitled (i) to interview property managers, leasing agents, engineers, architects and other people involved with the development and/or ownership, operation, management and/or leasing of the Improvements, provided that Purchaser will not contact such parties directly, but will notify Seller of its desire to conduct any such interviews and Seller will arrange the same, (ii) to review the books and records relating to the Property, during normal business hours at Seller’s offices, by providing Seller at least two (2) Business Days notice, and (iii) upon at least two (2) Business Days advance notice to Seller, to enter upon the Improvements during normal business hours. Without limiting the foregoing, Purchaser, personally or through its authorized agents or representatives, at its sole expense, shall have the right to make such investigations, including appraisals, engineering studies, soil tests, environmental studies, inquiry of governmental officials and underwriting analyses as Purchaser deems necessary or advisable, subject to the following limitations: (a) Purchaser shall give Seller written or telephonic notice at least two (2) Business Days before conducting any inspections on the Improvements, and a representative of Seller shall have the right to be present when Purchaser or its representatives conducts any such inspections; (b) neither Purchaser nor its representatives shall materially interfere with the use, occupancy or enjoyment of any Tenants, subtenants or other occupants of the Improvements or their respective employees, contractors, customers or guests; (c) neither Purchaser nor its agents shall damage the Improvements or any portion thereof, except for any immaterial damage caused by environmental, geotechnical or similar tests, all of which shall promptly be repaired by Purchaser at Purchaser’s expense; (d) before entering upon the Property or Improvements, Purchaser and its consultants and contractors shall furnish to Seller such evidence of general liability insurance ...
Information and Access. Following the Closing until the Investor Parties no longer hold at least 10.0% of the number of shares of Common Stock beneficially owned by the Investor Parties, on an as converted basis, as of the Closing, the Company agrees to provide the Investor Parties with the following:
(a) within 90 days after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC;
(b) within 45 days after the end of each of the first three quarters of each fiscal year of the Company, (i) an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and (ii) consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC;
(c) reasonable access, to the extent reasonably requested by the Investor Parties, to the offices and the properties of the Company and its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times and as often as the Investor Parties may reasonably request; provided that any access pursuant to this Section 7.01(c) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries;
(d) prior to the end of each fiscal year, a budget and business plan for the Company for the succeeding fiscal year, including (i) projected monthly statements of income for each of the Company’s top geographies and (ii) projected consolidated quarterly balance sheets and statements of cash flows for the Company and its Subsidiaries;
(e) to the extent available to the Company at the applicable time, following the end of each month, monthly summary consolidated financial reports for the Company and its Subsidiaries;
(f) for so long as the 25.0% Beneficial Ownership Requirement is satisfied, th...
Information and Access. (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall use its commercially reasonable efforts to cause, its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Schedule 14D-9 or Schedule TO (including with respect to Parent, information concerning the Investors) and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and all filings, notices, reports, consents, registrations, approvals, permits and authorizations, made or sought by or on behalf of Parent, the Company or any of their respective Affiliates to or from any third party, including any Governmental Entity, in each case necessary or advisable in connection with the Transactions and, with respect to the information supplied in writing by or on behalf of Parent, its Affiliates or its or their respective Representatives for inclusion in or incorporation by reference into the Schedule 14D-9, including with respect to the Investors. Each of Parent and the Company acknowledges and agrees that such information supplied by it pursuant to this Section 7.8(a) (as applicable) will be correct and complete in all material respects at the time so supplied.
(b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, to the Company Employees, agents, properties, offices and other facilities, Contracts, books and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by or on behalf of Parent; provided, however, that, subject to compliance with the obligations set forth in Section 7.8(c): (i) neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would, in ...
Information and Access. (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall instruct its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Proxy Statement and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Entity applicable to the consummation of the transactions contemplated by this Agreement.
(b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, to the Company employees, properties, offices and other facilities, Contracts, books and records, in each case, solely for the purpose of effecting the Closing; provided, however: (i) neither the Company nor any of its Subsidiaries shall be required to provide such access information or documents to the extent doing so would, in the Company’s reasonable judgment or furnish such reasonably be expected to result in (A) a violation of applicable Law, (B) the disclosure of any trade secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure, (C) the breach of any contractual obligations in any Contract with a third party, (D) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings or (E) result in the disclosure of any sensitive or personal information that would expose the Company or any of its Subsidiaries to the risk of liability; provided, further, that the Company and Parent shall cooperate to develop an alternative to providing such information so as to addres...
Information and Access. 5.1 The Customer shall:
(a) provide accurate information in the Order and the Acceptance;
(b) obtain any necessary consents for the service pipe to cross land or property not belonging to the Customer (other than public highways). National Grid will on request provide without charge an acceptable standard form of consent. In carrying out the Works, National Grid shall be entitled to rely upon the Customer’s confirmation that such consents have been obtained;
(c) provide access as necessary to the Premises and third party property for the Works; and
(d) ensure that any built-in cavity meter box (when the Works involve the removing and re-fixing of a meter installation at the Premises) has been fully installed prior to commencement of the Works.
Information and Access. 5.1 The Customer shall:
(a) provide accurate information in its request for a quotation and in the Acceptance;
(b) obtain any necessary consents for the service pipe to cross land or property not belonging to the Customer (other than public highways). National Grid will on request provide without charge an acceptable standard form of consent. In carrying out the Works, National Grid shall be entitled to rely upon the Customer’s confirmation that such consents have been obtained;
(c) provide access as necessary to the Premises and third party property for the Works; and
(d) ensure that any built-in cavity meter box has been fully installed prior to commencement of the Works if the Customer has indicated to National Grid that the Customer wishes to have a built-in cavity meter box.
5.2 National Grid will assume:
(a) that the service pipe will not cross third party land (other than a public highway);
(b) that the service pipe can follow, without any obstruction and without crossing bridges, tunnels or other such similar civil engineering works the shortest direct route from the Premises to an appropriate main immediately adjacent to those Premises.
(c) that, unless the Customer indicates to the contrary, the Premises does not form part of multi-storey property;
(d) that the Works do not form part of a request for an increased load;
(e) in the event that the Customer indicates to National Grid that it will carry out excavation works itself prior to National Grid arriving at the Premises, that such excavations works will be carried out in accordance with the Quotation; and
(f) the location of the termination of the service pipe as requested by the Customer complies with all relevant laws and regulations.
5.3 Upon arrival at the Premises, National Grid shall carry out an inspection to confirm, so far as practicable, that the assumptions set out in clause 5.2 and the information provided by the Customer are correct before carrying out the Works. In the event that the information or any one or more of the assumptions are not correct, and the Customer did not draw this to National Grid's attention at the time of submitting the Acceptance, then National Grid shall be entitled to terminate the Contract immediately and will refund the Customer any part of the payment made which has not been reasonably incurred by National Grid in relation to the Works at the time of termination.
5.4 In the event that the Customer fails to comply with any part of clauses 5.1(b) to 5.1(...
Information and Access. From the date of this Agreement and continuing until the Effective Time, Parent, as to itself and Sub, on the one hand, and the Company, as to itself and its subsidiaries, on the other hand, each agrees that it shall afford and, with respect to clause (b) below, shall cause its independent auditors to afford, (a) to the officers, independent auditors, counsel and other representatives of the other reasonable access, upon reasonable advance notice, to its (and in the case of Parent, Sub's, and in the case of the Company, its subsidiaries') properties, books, records (including tax returns filed and those in preparation) and executives and personnel in order that the other may have a full opportunity to make such investigation as it reasonably desires to make of the other consistent with their rights under this Agreement, and (b) to the independent auditors of the other, reasonable access to the audit work papers and other records of its independent auditors. No investigation pursuant to this Section 5.1 shall affect or otherwise obviate or diminish any representations and warranties of any party or conditions to the obligations of any party. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or the institution in possession or control of such information or contravene any law, rule, regulations, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
Information and Access. ▇▇▇▇▇▇▇ OPERATING RESOURCES will render periodic reports to and keep SPRAGUE HOLDINGS fully informed in respect to the Oil Terminal including, without limitation, the level of performance, the general condition of maintenance and reliability, qualification and training of personnel, maintenance of safety and operating records, and plans for modification of facilities or procedures in connection therewith. ▇▇▇▇▇▇▇ OPERATING RESOURCES shall promptly provide SPRAGUE HOLDINGS upon request with any and all operating manuals, records, memoranda, reports, plans, designs and other documentation or information in respect to the Oil Terminal which SPRAGUE HOLDINGS deems reasonably necessary. ▇▇▇▇▇▇▇ OPERATING RESOURCES will notify SPRAGUE HOLDINGS of any material problems or developments with respect to the operation and maintenance of the Oil Terminal. ▇▇▇▇▇▇▇ HOLDINGS or its agents and designees shall have the right, but not the obligation, to enter upon the Oil Terminal at all reasonable times and; in a reasonable manner during ordinary business hours to examine same, provided such access shall not unreasonably interfere with the efficient maintenance and operation of the Oil Terminal as contemplated hereby.
Information and Access. (a) Seller shall permit representatives of Purchaser to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of Seller and its Subsidiaries, to all premises, properties, personnel, accountants, books, records, contracts and documents of Seller which relate primarily to the Business (collectively, "RECORDS"), subject to the following exceptions:
(i) Purchaser recognizes that certain Records may contain only incidental information relating to the Business or may primarily relate to the Seller or any of its Affiliates, or the businesses of the Seller or any of its Affiliates other than the Business, and Seller and its Affiliates may retain such Records and Seller may deliver appropriately excised, but otherwise true and correct copies of such Records so long as the effect of such excising is not to omit information from the Records necessary for the conduct of the Business;
(ii) Seller and each of its Affiliates may retain any Tax Returns so long as true and complete copies of the portions thereof relating to the Business are delivered to Purchaser at or before the Closing or made available to the Purchaser following the Closing; and
(iii) Seller and each post-Closing Affiliate may retain Records that contain information that is privileged or similarly protected from disclosure, except for such Records relating to the Acquired Assets or Assumed Liabilities (but only in the event that the disclosure of the information contained in such Records does not damage the privilege of such information) and Records relating to the Excluded Liabilities or Excluded Assets. After the Closing, Purchaser will retain all Records (except those Records referred to in SECTION 6.4 (A)(I), (II) and (III)) required to be retained pursuant to obligations imposed by any applicable Law. Except as provided in the immediately preceding sentence or in SECTION 7.6 hereof, Purchaser will retain all Records for a period of seven years after the Closing Date. After the end of such seven-year period, before disposing of any such Records, Purchaser will give notice to such effect to Seller and give Seller at its cost and expense an opportunity to remove and retain all or any part of such Records as Seller may elect. Purchaser and each of its representatives shall treat and hold as confidential information contained in such Records in accordance with the terms and provisions of that certain Confidentiality Agreement, entered into...
Information and Access. KOSAN and RWJPRI shall provide the JRC, its members and authorized representatives with reasonable access during regular business hours to all records and documents relating to the performance of this AGREEMENT which it reasonably may request in order to perform its obligations hereunder; provided that if such documents are under a bona fide obligation of confidentiality to a THIRD PARTY, KOSAN or RWJPRI, as the case may be, may withhold access thereto to the extent necessary to satisfy such obligation.