Investigation of Business; Access to Properties and Records. (a) After the date hereof, the Company and its Subsidiaries shall afford to representatives of Buyer reasonable access to their respective offices, properties, officers, employees, accountants, auditors and other representatives, books and records during normal business hours in order that Buyer may continue to have the opportunity to investigate the affairs of the Company and its Subsidiaries, including access to the properties, plants and facilities of the Company and its Subsidiaries to conduct environmental studies to the extent reasonably requested by Buyer; PROVIDED, HOWEVER, that such investigation shall not unreasonably disrupt the personnel and operations of the Company or any of its Subsidiaries. If, at or prior to the Closing, any party hereto discovers any fact or circumstance that would constitute a breach of any representation, warranty, covenant or agreement contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, the parties hereto covenant that they will promptly so inform the other parties hereto in writing.
Investigation of Business; Access to Properties and Records. (a) After the date of this Agreement, to the extent reasonably requested, upon reasonable advance notice and subject to applicable Law, the Company shall afford to the officers, employees and authorized representatives of Parent (including its attorneys and accountants and any financial institution providing or proposing to provide or underwrite financing in connection with the transactions contemplated hereby) reasonable access during normal business hours to the properties, books, contracts, commitments, personnel, financial and operating data and records of the Company and its Subsidiaries, and shall furnish to Parent or its authorized representatives, such additional information concerning the Company, its Subsidiaries and their properties, assets, employees, businesses and operations as shall be reasonably requested. Parent and Merger Sub covenant that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company or its Subsidiaries.
Investigation of Business; Access to Properties and Records. (a) After the date hereof and subject to applicable law, Seller shall cause the Company and the Subsidiaries to afford to representatives of Buyer reasonable access to their respective offices, plants, properties, books and records during normal business hours, in order that Buyer may have full opportunity to make such investigations as it desires of the affairs of the Company and the Subsidiaries; provided, however, that such investigation shall not unreasonably disrupt the personnel and operations of any of the Seller, the Company or any of the Subsidiaries. All requests for access to the offices, plants, properties, books, and records relating to the Automotive Business shall be made to such representatives of the Seller as the Seller shall designate in writing to Buyer (the "Seller Representatives"), which Seller Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any of the employees, customers or suppliers of Seller, the Company or the Subsidiaries, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the Seller Representatives. If, in the course of any investigation pursuant to this Section 5.1(a), Buyer discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon Closing would constitute such a breach, Buyer covenants that it will promptly so inform Seller.
Investigation of Business; Access to Properties and Records. (a) From the date of this Agreement through the Closing, Duke and Phillips shall cause the DEFS Subsidiaries and the PGC Subsidiaries, xxxxxxxxvely, to afford to representatives of the other Party reasonable access to their offices, properties, books and records during normal business hours, in order that the other Party may have a full opportunity to make such investigations as it desires of their affairs (including Phase I environmental testing); PROVIDED, HOWEVER, that such investigation shall be at reasonable times and upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Duke or any of the DEFS Subsidiaries or Phillips or any of the PGC Subsidiaries, respectively. All requests fxx xxxxxs to the offices, properties, books, and records relating to the DEFS Subsidiaries or the PGC Subsidiaries shall be made to such representatives designated in writing by Duke or Phillips, as appropriate (the "DESIGNATED REPRESENTATIVES"), which Dexxxxxxxx Representatives shall be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Duke nor Phillips nor their respective representatives shall contact any of thx xxxxxxees, customers or suppliers of the other Party and its Subsidiaries, in connection with the transactions contemplated by this Agreement and the Governance Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the other Party's Designated Representatives, which consent shall not be unreasonably withheld.
Investigation of Business; Access to Properties and Records. (a) Subject to Section 5.2(b), from the date hereof through the Closing, Nestle shall, and shall cause NICC and its other Subsidiaries to, afford to Dreyer's and Dreyer's accountants, counsel and other representatives reasonable access during regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the NICC Entities and, to the extent related to the Business, Nestle and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the NICC Entities with respect to plant visits, in order that Dreyer's may make reasonable investigations of the affairs of the Business and the NICC Entities.
Investigation of Business; Access to Properties and Records. Records Retention. -----------------
Investigation of Business; Access to Properties and Records. Between the date hereof and the Closing or termination of this Agreement, Seller agrees to, and shall cause each member of the Seller Group to, give to each Buyer Entity and its legal counsel, accountants, lenders, investment bankers and their representatives, upon reasonable prior notice, reasonable access during normal business hours to the properties, Contracts and Business Records of the members of the Seller Group (including computer files, retrieval programs and similar documentation and such access and information that may be necessary in connection with any environmental assessment), and shall permit them to consult with management employees and other personnel of the members of the Seller Group, to allow each Buyer Entity a full opportunity to make such investigations as are reasonably necessary to analyze the affairs of the members of the Seller Group and shall furnish to each Buyer Entity or its authorized representatives such additional financial and operating data and other information concerning the Business or the assets of the members of the Seller Group as shall be reasonably requested, including all such information as shall be reasonably necessary to enable each Buyer Entity or its representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Seller contained in this Agreement have been complied with and to determine whether the conditions set forth in Article VI have been satisfied. No investigation made by a Buyer Entity or its representatives pursuant to this Section 5.1 shall affect the representations and warranties of Seller pursuant to this Agreement. Any information provided to or obtained by a Buyer Entity or its representatives pursuant to this Agreement shall be held by Buyer Entities and their representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement until the Closing, at which time the Confidentiality Agreement and the obligations of the Buyer Entities under this sentence and thereunder shall terminate.
Investigation of Business; Access to Properties and Records. Prior to the Closing, Seller shall give to Buyer and its legal counsel, accountants and other representatives full access during normal business hours to all of the Purchased Assets for inspection (including environmental inspection), and to the books, contracts, commitments and records of the Business, and shall permit them to consult with management employees of the Business to allow Buyer full opportunity to make such investigations as are necessary to analyze the affairs of the Business.
Investigation of Business; Access to Properties and Records. (j) The Company shall grant Parent and its accountants, counsel and other representatives reasonable access during normal business hours during the period prior to the Closing, upon reasonable notice to the Company and subject to supervision by the Company or its agents, to (i) all of the properties, books, Tax Returns (as provided in Section 4.9(g), Contracts, commitments and records, patent application files and appropriate personnel of the Company and its Subsidiaries and (ii) all other information concerning the business of the Company and its Subsidiaries, their respective properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to provide access to any information or documents that would, in the reasonable judgment of the Company, materially violate any applicable Legal Requirement (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents and that thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to cause such a violation).
Investigation of Business; Access to Properties and Records. (a) From the date hereof through the Closing, Pillsbury and Diageo shall, and shall cause their respective Subsidiaries to, afford to General Mills and General Mills' accountants, counsel and other representativxx xxasonable accexx xxring regular business hours, upon reasonable advance notice, to the offices, plants, properties, books and records and to employees of the Business Entities and, to the extent related to the Business, Diageo and its other Subsidiaries, and their agents and consultants, subject to any applicable Laws and compliance with any policies of the Business Entities with respect to plant visits, in order that General Mills may make reasonable investigations of the affairs of the Businexx xxd the Business Entities.
