Information Prior to Closing. From the date hereof to and including the Closing Date, Seller will cause the Companies and the Companies’ Subsidiaries to make the management and other employees of the Companies and the Companies’ Subsidiaries reasonably available to the Buyers and certain of their authorized representatives and provide the Buyers and their accountants, legal counsel and certain of their other authorized representatives (including, in each case and without limitation, the financing sources and their representatives) reasonable access during normal business hours to, and permit such Persons to review, upon a mutually agreed schedule, the properties, books, Contracts, accounts and records of the Companies and Companies’ Subsidiaries, and to provide or assist in providing such other information to the Buyers and certain of its authorized representatives as shall have been reasonably requested by the Buyers or such authorized representatives (including, without limitation, if requested by the Buyers) in order that the Buyers may have the opportunity to make such investigation as they shall desire to make of the affairs of the Companies and the Companies’ Subsidiaries.
Information Prior to Closing. (a) Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, MLIM Parent shall, and shall cause the MLIM Controlled Affiliates to, and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to reasonably cooperate with the other party and its representatives during normal business hours and provide the other party and its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to the other party and its representatives as they may reasonably request; provided that any such access and review shall be granted and conducted in such manner as not to interfere unreasonably with the conduct of the business of the MLIM Companies, or BlackRock and the BlackRock Companies, as applicable.
Information Prior to Closing. During the period from the date ---------------------------- hereof to the Closing Date, MJD and the Company covenant and agree to cause the management of MJD, the Company and the Subsidiaries to be made available to the Buyers and their authorized representatives and provide the Buyers and their accountants, legal counsel and other authorized representatives reasonable access during normal business hours to, and permit such Persons to review, the properties, books, Contracts, accounts and records of the Company and the Subsidiaries, and to provide such other information to the Buyers and their authorized representatives as shall have been reasonably requested by the Buyers or such authorized representatives concerning the Company, any Subsidiary or the assets or business of the Company or any
Information Prior to Closing. Sellers shall provide, and cause each member of the Company Group to provide, Buyer and its Representatives (i) access to, and permit Buyer and its Representatives to review, the Company Group’s properties, assets, Contracts, accounts, books and records, (ii) financial and operating data and any other information relating to the Company Group as Buyer or its Representatives may reasonably request, and (iii) such other information as shall have been reasonably requested by Buyer or its Representatives for purposes of consummating the Transaction. Sellers shall instruct the employees, counsel and advisors of the Company Group to reasonably cooperate with Buyer in its investigation of the Company Group. Notwithstanding any provision of this Agreement to the contrary, (i) Buyer shall use all commercially reasonable best efforts to comply with all applicable Laws, including COVID-19 Measures, when carrying out any such investigations and accessing the Company Group’s properties and assets, and (ii) no Seller nor any member of the Company Group shall be required to provide access to or disclose information to Buyer or its Representatives where such access or disclosure would jeopardize the solicitor-client privilege of the Person in control or possession of such information or violate any applicable Law (including any applicable Law regarding the privacy of customers); provided, that Sellers shall inform Buyer of the general nature of the document or information being withheld and reasonably cooperate with Buyer to provide such document or information in a manner that would not result in the loss or waiver of such privilege or violation of such applicable Law, or unless such access or disclosure can be provided pursuant to a joint defense, common interest or similar agreement.
Information Prior to Closing. During the period from the date hereof to the Closing Date, the Company covenants and agrees to cause the management of the Company and the Subsidiaries to be made available to the Buyers and their authorized representatives and provide the Buyers and their accountants, legal counsel and other authorized representatives reasonable access during normal business hours to, and permit such Persons to review, the properties, books, Contracts, accounts and records of the Company and the Subsidiaries, and to provide such other information to the Buyers and their authorized representatives as shall have been reasonably requested by the Buyers or such authorized representatives concerning the Company, any Subsidiary or the assets or business of the Company or any Subsidiary. The rights of the Buyers under this Section shall not be exercised in such a manner as to interfere unreasonably with the conduct of the business of the Company or any Subsidiary.
Information Prior to Closing. (a) Subject to Applicable Law and the Confidentiality Agreement, between the date hereof and the Closing Date, the Company shall, and the Company shall cause the Company Subsidiaries to, use reasonable best efforts to make their management and other employees reasonably available to Buyer and its representatives during normal business hours and upon reasonable advance notice and provide Buyer and its accountants, employees, attorneys and other representatives reasonable access during normal business hours and upon reasonable advance notice to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to Buyer and its representatives as they may reasonably request. Subject to Applicable Law, the Company shall, and shall cause the Company Subsidiaries to, furnish promptly to Buyer a copy of each material report, notice, schedule, registration statement and other material document filed with or received by a Governmental Authority. Any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. No information or knowledge obtained by Buyer in any investigation pursuant to this Section 6.2 (Information Prior to Closing) shall affect or be deemed to modify any representation or warranty made by the Company or the Sellers hereunder. Nothing contained in this Section 6.2 (Information Prior to Closing) shall, prior to the Closing, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney client or similar privilege or trade secret protection held by the Company or any Company Subsidiary; provided, however, that the Company shall use reasonable best efforts to accommodate any request from Buyer for access or information pursuant to this Section 6.2 (Information Prior to Closing) in a manner that does not result in such a waiver.
Information Prior to Closing. (a) Subject to the provisions of Section 5.6 and Applicable Law and the confidentiality obligations set forth in the Confidentiality Agreement, between the date hereof and the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, MLIM Parent shall, and shall cause the MLIM Controlled Affiliates to, and BlackRock shall, and shall cause the BlackRock Controlled Affiliates to, instruct their respective management personnel to reasonably cooperate with the other party and its representatives during normal business hours and provide the other party and its accountants, employees, attorneys and other representatives acting on behalf of the other party with reasonable access during normal business hours to, and permit such Persons to review, their respective properties, books, Contracts, accounts and records, and shall provide such other information to the other party and its representatives as they may reasonably request; provided that any such access and review shall be granted and conducted in such man-
Information Prior to Closing. From the date hereof to the Closing, each of the Parties will, and will cause each of their Subsidiaries to, make their employees available to the other Parties and their accountants, legal counsel and other authorized representatives reasonable access during normal business hours to and permit such persons to review the properties, books, contracts, accounts and records of such Party, to contact Persons with whom such Party does business (subject to reasonable prior approval and under circumstances reasonably approved by such Party), and to provide such other information to the other Parties and their authorized representatives as shall have been reasonably requested by such other Parties or such authorized representatives, in order that the Parties may have the opportunity to make such investigation as it shall desire to make of the affairs of the Parties and their business and assets.
Information Prior to Closing. From the date hereof to and including the Closing Date, Seller shall make the management and other employees of the Business reasonably available to Buyer and certain of its authorized representatives and provide Buyer and its accountants, legal counsel and certain of its other authorized representatives (including, in each case and without limitation, financing sources and their representatives) reasonable access during normal business hours to, and permit such Persons to review, upon a mutually agreed schedule, the properties, books, Contracts, accounts and records of the Business, and to provide or assist in providing such other information to Buyer and certain of its authorized representatives as shall have been reasonably requested by Buyer or such authorized representatives (including, without limitation, if requested by Buyer) in order that Buyer may have the opportunity to make such investigation as its shall desire to make of the affairs of the Business.
Information Prior to Closing. (a) Between the date hereof and the Closing Date, the Company shall, and the Company and Sellers shall cause the Company Subsidiaries to, make its management reasonably available to Buyers and their representatives and provide Buyers and their accountants, employees, attorneys and other representatives reasonable access to, and permit such Persons to review, during normal business hours and upon prior request directed to the Company’s Chief Operating Officer, its respective properties, books, Contracts, accounts, records and files, including Mortgage Loan Files, and shall provide such other information to Buyers and their representatives as they may reasonably request, including such availability and access reasonably necessary to assist Buyer with integration and transition planning in connection with the Transaction and not inconsistent with or violative of Applicable Law. Such access shall include providing, as reasonably requested by the Buyers, information maintained by the Company or any Company Subsidiary relating to the matters covered by Sections 2.17 and 2.18.
