Access Pending Closing. Subject to applicable Law and confidentiality restrictions, Seller shall, at all reasonable times prior to Closing, make the plants, properties, management, books and records of Seller, in respect of the Business and management employees of the Business, available during normal business hours to Buyer, its representatives, financial advisors, consultants, lenders and auditors, and Seller shall, in respect of the Business and employees of the Business, furnish or cause to be furnished to such Persons during such period all such information and data concerning the same as such Persons may reasonably request.
Access Pending Closing. From the date hereof to and including the ---------------------- Closing Date, the Stockholders shall cause the Purchaser and its accountants and other representatives to have the right to full and complete access to the books and records of the Company and the Company's employees and customers for the purpose of making such investigation of the financial condition and operations of the Company as the Purchaser may reasonably deem necessary; provided that any contact with customers prior to Closing shall be on a basis mutually agreed upon between the Stockholders and the Purchaser which is not calculated to reveal to the customers contacted that the transactions provided for herein are contemplated.
Access Pending Closing. Between the date of this Agreement and the Closing Date, Huttig will, upon reasonable prior notice afford Buyer and its representatives reasonable access to Huttig’s senior personnel, properties, contracts, books and records, and other documents and data in respect of the Business during regular business hours.
Access Pending Closing. Seller shall, at all reasonable times prior to Closing, make its facilities, properties, books and records (each in respect of the Business) available during normal business hours to the Buyer and Azzurro, their representatives, financial and legal advisors, lenders and auditors, and to furnish or cause to be furnished to such persons during such period all such information and data concerning the same as such persons may reasonably request. Notwithstanding the above, Seller may limit such access to the extent it reasonably deems necessary to avoid disruption of the Business.
Access Pending Closing. Concurrently with the execution and delivery of this Agreement, Buyer shall deliver to Seller a schedule of due diligence matters that remain to be completed on or before the Closing Date (“Open Items”) Seller shall diligently attend to providing to Buyer the information needed to satisfy itself as to the Open Items. From the date hereof to and including the Closing Date, Seller shall allow Buyer and its agents and representatives reasonable access to the Business facilities, books and records, employees, suppliers, and vendors of the Business during normal business hours and on reasonable notice, for the purpose of completing its investigation of the then Open Items; provided, however, that Buyer shall not conduct any meetings with employees, suppliers or vendors including without limitation Certified Technical Services, L.P. (“Certified”) and X.X. Xxxxxxxx & Assoc. Inc. (“Xxxxxxxx”) without giving Seller notice not less than three (3) calendar days in advance of such meeting and offering Seller an opportunity to participate in such meeting. Upon request of Seller, Buyer shall confirm the status of Open Items and its need for any information required to satisfy itself as to any such Open Items.
Access Pending Closing. Subject to applicable Law and confidentiality restrictions, the Sellers shall, at all reasonable times prior to Closing, make the plants, properties, management, books and records of the Sellers, in respect of the Business and management employees of the Business, available during normal business hours to the Buyer, its representatives, financial advisors, consultants, lenders and auditors, and Xxxxxxxxxx shall and shall cause the Sellers in respect of the Business and employees of the Business to furnish or cause to be furnished to such Persons during such period all such information and data concerning the same as such Persons may reasonably request; provided, however, that in no event shall the Sellers be required to furnish or cause to be furnished any information or data concerning employees of the Business that might reasonably be deemed to be in violation of any applicable Law or contractual obligation. Notwithstanding the above, Xxxxxxxxxx may limit access to the extent it reasonably deems necessary to avoid disruption of the Business.
Access Pending Closing. Parent shall, at all reasonable times prior to Closing, make the plants, properties (including, for the avoidance of doubt and without limitation, the Leased Real Property), assets, Contracts, other documents and data, books and records of the Company and the Company Subsidiaries available to the Buyer, its Representatives, financial advisors, lenders and auditors, and Parent shall and shall cause the Company and the Company Subsidiaries to furnish or cause to be furnished to such persons during such period all such information and data concerning the same as such persons may reasonably request and shall instruct the employees and Representatives of Parent, the Company and the Company Subsidiaries to cooperate with the Buyer in its investigation. Notwithstanding the above, (a) Parent may limit such access to the extent it reasonably deems necessary to avoid unreasonable disruption of the Business, (b) Parent may redact any information that would result in the disclosure of any competitively sensitive information of Parent or any of its Affiliates unrelated to the Business and (c) neither Parent nor any of its Affiliates (including the Company and the Company Subsidiaries) shall be required to disclose to the Buyer or any agent or Representative thereof any (i) information if doing so (A) would violate any Contract or Law to which Parent or any of its Affiliates (including the Company or the Company Subsidiaries) is a party or subject or (B) would result (in the good faith determination of Parent) in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), and (ii) consolidated, combined, affiliated or unitary Tax Return which includes Parent or any of its Affiliates or any Tax-related work papers, except for portions or pro formas of such Tax Returns that relate to the Company and the Company Subsidiaries.
Access Pending Closing. Seller shall, at all reasonable times prior to Closing, make its plants, properties, Books and Records (in respect of the Business), and the Active Employees available during normal business hours to the Buyer, its representatives, financial advisors, lenders and auditors, and furnish or cause to be furnished to such persons during such period all such information and data concerning the same or such additional financial and operating data related to the Business as such persons may reasonably request. Subject to the Seller’s prior consent, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall be permitted to take copies or extracts from any Books and Records or other information and data furnished hereunder. Notwithstanding the above, Seller may limit access (including, but not limited to, access to the Active Employees) to the extent it reasonably deems necessary to avoid unreasonable disruption of the Business and Seller’s other operations. Seller will reasonably cooperate with Buyer in contacting vendors, dealers, customers and such other Persons as Buyer and its representatives may desire to contact in connection with its investigation of the Business; provided, however, that in no event shall any such contact occur without the prior consultation with, approval of and participation by Seller.
Access Pending Closing. From the date hereof to and including the Closing Date, Transferors shall cause Transferee and its accountants and other representatives to have the right of full and complete access to the books, records, offices and other facilities of Transferors during normal business hours, for the purpose of making such investigation of the financial condition and operations of Transferors as Transferee may reasonably deem necessary.
Access Pending Closing. Seller shall, at all reasonable times prior to Base Closing (or, with respect to China CS, the China Closing), make the plants, properties, books and records of the Companies and the Subsidiaries, including access to customers and suppliers, available during normal business hours to Buyer, its representatives, financial advisors, consultants, lenders and auditors, and Seller shall and shall cause each Company to furnish or cause to be furnished to such Persons during such period all such information and data concerning the same as such Persons may reasonably request; provided, that if such access involves entry onto any other facility of Seller or its Affiliates, (a) Seller and the applicable Company or Subsidiary shall be entitled to have a representative of Seller and/or the applicable Company accompany Buyer and/or its representatives, financial advisors, consultants, lenders and auditors at all times and (b) Buyer shall indemnify and hold Seller, each Company and each Subsidiary, and each of their respective Affiliates, harmless from any and all liabilities, claims, demands, damages, and expenses of any kind or nature which arise or accrue as a result of such entry. Notwithstanding the above, Seller may limit access to the extent it reasonably deems necessary to avoid disruption of the Business; and provided further that, prior to the Base Closing (or, with respect to Leased Real Property of China CS, the China Closing), without the prior written consent of Seller, which may be withheld for any reason, Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property or any other facility of Seller or its Affiliates. Furthermore, nothing in this Section 6.2 shall, prior to the Base Closing (or, with respect to China CS, the China Closing), require Seller to (y) take any action that would, in the good faith judgment of Seller, (i) constitute a waiver of the attorney-client privilege, work product doctrine or similar privilege or trade secret protection held by Seller or any of its Affiliates, (ii) violate any applicable Law, or (iii) violate confidentiality obligations owing by Seller or any of its Affiliates to third parties or (z) permit access to personnel records of the Employees relating to individual performance or evaluation records, medical histories or other information the disclosure of which, in Seller’s good faith opinion, could subject Seller or any of its Affiliates to risk of liability.
