Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the Company shall, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, and each of its Subsidiaries’, assets, properties, books and records and Representatives in order to afford Parent as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its Subsidiaries, and Parent and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share record and minute books) or other documentation as may be reasonably requested. During the Pre-Closing Period, the Company shall furnish or cause to be furnished to Parent such reasonable financial and operating data and other information about the Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Representatives of Parent may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereof.

Access to Properties and Records. From The Company shall afford to the date of this Agreement until the earlier officers, employees, attorneys, accountants and other authorized representatives of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the Company shall, and shall cause its Representatives to, afford to Parent’s Representatives Buyer reasonable access during the Company’s normal regular business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, and each of its Subsidiaries’, assets, properties, books and records and Representatives employees in order to afford Parent the Buyer as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its SubsidiariesCompany, and Parent the Buyer and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share stock record and minute books) or other documentation as may be reasonably requestednecessary; provided that no such access shall unreasonably interfere with the operations or business of the Company. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent the Buyer such reasonable financial and operating data and other information about the Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Representatives officers, employees, attorneys, accountants or other authorized representatives of Parent the Buyer may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of any Seller or the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereof.

Access to Properties and Records. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the The Company shall, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, and each of its Subsidiaries’, ’s assets, properties, books and records and Representatives in order to afford Parent as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its SubsidiariesCompany, and Parent and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share record and minute books) or other documentation as may be reasonably requestednecessary. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent such reasonable financial and operating data and other information about the Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Representatives of Parent may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereof.

Access to Properties and Records. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the The Company shall, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, ’s and each of its Subsidiaries’, ’ assets, properties, books and records and Representatives in order to afford Parent as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its Subsidiaries, and Parent and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share stock record and minute books) or other documentation as may be reasonably requestednecessary. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent such reasonable financial and operating data and other information about the CompanyCompany and its Subsidiaries, its business as presently conducted, conducted and as conducted in the past and as presently proposed to be conducted in the futurepast, and properties and assets which any of the Representatives of Parent may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereof.

Access to Properties and Records. From (a) After the date of this Agreement until the earlier of hereof and prior to the Closing Date or the earlier termination of this Agreement, Seller shall (i) afford to Purchaser and its accountants, counsel, financial advisors, agents and other representatives involved in the transactions contemplated by this Agreement and the Related Agreements (the “Pre-Closing Period”"Purchaser Representatives"), upon reasonable request, during normal business hours, full and complete access to the Company shalloffices, Assets and Properties, Books and Records and personnel of Seller, in each case to the extent relating exclusively to or used exclusively in connection with the Facility Operations, and shall cause its Representatives to(ii) use commercially reasonable efforts to assist and to accompany Purchaser in contacting representatives of customers, afford to Parent’s Representatives reasonable access during suppliers and distributors of Seller (other than national account customers) for the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all purposes of facilitating Purchaser's investigation of the Company’s, Facility Operations and each of its Subsidiaries’, assets, properties, books and records and Representatives in order to afford Parent as full an opportunity of review, examination and investigation as it shall reasonably request plan for consummation of the affairs of the Company and its SubsidiariesClosing; provided, and Parent and its representatives however, (x) that such investigation shall be permitted to make extracts from, or take copies of, such books, records (including the share record and minute books) or other documentation as may be reasonably requested. During the Pre-Closing Period, the Company shall furnish or cause to be furnished to Parent such reasonable financial and operating data and other information about the Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in such a manner so as to not cause any unreasonable disruption of or to the futurepersonnel and operations of Seller, (y) such investigation would not result in a waiver of any attorney-client, work product or similar privilege and properties and assets (z) Purchaser shall not contact such customers, suppliers or distributors of Seller for such purpose without Seller. Notwithstanding any term or other provision of this Section 5.01(a) or elsewhere in this Agreement, prior to the Closing, Purchaser will not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other information, the disclosure of which any could, in the reasonable opinion of the Representatives Seller, subject Seller to risk of Parent may reasonably requestliability. No information or knowledge obtained by ParentSubject to Section 5.08, its Representatives or any Indemnified Parties in any no investigation pursuant to this Section 6.1 5.01 shall affect any representations or be deemed to modify warranties made in this Agreement or any representation or warranty of the Company or the Significant Stockholders contained herein Related Agreements or the conditions to the obligations of the respective parties to consummate the transactions contemplated by this Agreement hereby or any provision hereofthereby.

Access to Properties and Records. From The Company shall afford to the date of this Agreement until the earlier officers, employees, attorneys, accountants and other authorized representatives of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”)Buyer, the Company shall, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal regular business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, and each of its Subsidiaries’, assets, properties, books and records and Representatives employees in order to afford Parent the Buyer as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its Subsidiaries, and Parent the Buyer and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share stock record and minute books) or other documentation as may be reasonably requestednecessary. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent the Buyer such reasonable financial and operating data and other information about the CompanyCompany and its Subsidiaries, its business each of their businesses as presently conducted, as the have been conducted in the past and as presently they are proposed to be conducted in the future, and properties and assets which any of the Representatives officers, employees, attorneys, accountants or other authorized representatives of Parent the Buyer may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of any Seller or the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereofAgreement. Prior to the Closing, the Company and the Sellers shall provide to the Buyer all of the information referenced on Schedule 3.8(i).

Access to Properties and Records. From The Company shall afford to the date of this Agreement until the earlier officers, employees, attorneys, accountants and other authorized representatives of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”)Buyer, the Company shallreasonable access, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal regular business hours and in a manner not unreasonably disruptive under the circumstancesupon reasonable notice, to all of the Company’s, and each of its Subsidiaries’, assets, properties, books and records and Representatives employees in order to afford Parent the Buyer as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its SubsidiariesCompany, and Parent the Buyer and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share stock record and minute books) or other documentation as may be reasonably requestednecessary; provided that no such access shall unreasonably interfere with the operations of the business of the Company. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent the Buyer such reasonable financial and operating data and other information about the Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Representatives officers, employees, attorneys, accountants or other authorized representatives of Parent the Buyer may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of any Seller or the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereof.

Access to Properties and Records. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the The Company shall, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, ’s and each of its Subsidiaries’, ’ assets, properties, books and records and Representatives in order to afford Parent as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its Subsidiaries, and Parent and its representatives Representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share stock record and minute books) or other documentation as may be reasonably requestednecessary. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent such reasonable financial and operating data and other information about the CompanyCompany and its Subsidiaries, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which that any of the Representatives of Parent may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of Canopy Group, Canopy Ventures or the Company or the Significant Stockholders contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereof.

Access to Properties and Records. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the The Company shall, and shall cause its Representatives to, afford to Parent’s Representatives the officers, employees, attorneys, accountants and other authorized representatives of Parent reasonable access access, during the Company’s normal regular business hours and in a manner not unreasonably disruptive under the circumstancesupon reasonable notice, to all of the Company’s, its and each of its Subsidiaries’, Subsidiary’s assets, properties, books and records and Representatives employees in order to afford Parent as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its Subsidiarieseach Subsidiary, and Parent and its representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share stock record and minute books) or other documentation as may be reasonably requestednecessary; provided that no such access shall unreasonably interfere with the operations of the respective business of the Company and each Subsidiary. During the Pre-Closing Period, the The Company shall furnish or cause to be furnished to Parent such reasonable financial and operating data and other information about the CompanyCompany and each Subsidiary, its business their respective businesses as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Representatives officers, employees, attorneys, accountants or other authorized representatives of Parent may reasonably request. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders any Seller Party contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any other provision hereof.

Access to Properties and Records. From The Company to the date of this Agreement until the earlier officers and authorized representatives of the Closing Date or Buyer full access to the termination of this Agreement (the “Pre-Closing Period”), the Company shall, and shall cause its Representatives to, afford to Parent’s Representatives reasonable access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, and each of its Subsidiaries’, assets, properties, books and records and Representatives of the Company in order that each may have a full opportunity to afford Parent as full an opportunity of review, examination and make such reasonable investigation as it shall reasonably request desire to make of the affairs of the Company and its SubsidiariesCompany, and Parent and its representatives shall be permitted to make extracts from, or take copies of, Company will furnish the Buyer with such books, records (including the share record and minute books) or other documentation as may be reasonably requested. During the Pre-Closing Period, the Company shall furnish or cause to be furnished to Parent such reasonable additional financial and operating data and other information about as to the business and properties of the Company, its business as presently conducted, as conducted in the past Buyer shall from time to time reasonably request. Any such investigation and as presently proposed to examination shall be conducted in the futureat reasonable times and under reasonable circumstances, and properties and assets which Company shall cooperate fully therein. No investigation by Buyer shall, however, diminish or waive in any way any of the Representatives representations, warranties, covenants or agreements of Parent the Company under this Agreement. In order that Buyer may investigate as it may wish the business affairs of the Company, the Company shall furnish the Buyer during such period with all such information and copies of such documents concerning the affairs of it as the Buyer may reasonably request. No information or knowledge obtained by Parent, and cause its Representatives or any Indemnified Parties officer, employees, consultants, agents, accountants, and attorneys to cooperate fully in any investigation pursuant connection with such review and examination, and to this Section 6.1 shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders contained herein or the conditions make full disclosure to the obligations Buyer all material facts affecting its financial condition, business operations, and the conduct of the parties to consummate the transactions contemplated by this Agreement or any provision hereofoperations.

Access to Properties and Records. From During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Interim Period”), the Company shall, and shall cause its Representatives and each of the Company Subsidiaries to, afford to Parentthe Buyer and the Buyer’s Representatives reasonable access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstancescircumstances (the “Investigation Procedures”), to all of the Company’s, ’s and each of its Subsidiaries’, any Company Subsidiary’s assets, properties, books and records and Representatives in order to afford Parent the Buyer as full an opportunity of review, examination and investigation as it shall reasonably request of the affairs of the Company and its the Company Subsidiaries, and Parent the Buyer and its representatives Representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share record membership interest records and minute books) or other documentation as may be reasonably requested. During necessary, all at the Pre-Closing PeriodBuyer’s sole cost and expense; provided, however, that all access to employees and customers of the Company or any Company Subsidiary shall be subject to prior written notice and approval of the Company (not to be unreasonably withheld) as to the scheduling, and participation of the Company. The Company and each Company Subsidiary shall furnish or cause to be furnished to Parent the Buyer such reasonable financial and operating data and other information about the CompanyCompany and each Company Subsidiary, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Representatives of Parent the Buyer may reasonably request. No For the avoidance of doubt, all information or knowledge obtained by Parentmade available to the Buyer, its Representatives Affiliates or any Indemnified Parties in any investigation pursuant to this Section 6.1 of its or their Representatives shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders contained herein or the conditions subject to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereofterms under Confidentiality Agreement.

Access to Properties and Records. From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement (the “Pre-Closing Period”), the Company The Seller Parties shall, and shall cause its their Representatives to, afford to Parent’s Representatives reasonable the Buyer and its Representatives, access during the Company’s normal business hours and in a manner not unreasonably disruptive under the circumstances, to all of the Company’s, and each of its Subsidiaries’, assets, properties, books and records and Representatives employees in order to afford Parent the Buyer and its Representatives as full an opportunity of review, examination and investigation as it shall reasonably request be requested of the affairs of the Company Company, and the Buyer and its Subsidiaries, and Parent and its representatives Representatives shall be permitted to make extracts from, or take copies of, such books, records (including the share record and minute books) or other documentation as may be reasonably requestednecessary; provided that no such access shall unreasonably interfere with the operations or business of the Company. During the Pre-Closing Period, the Company The Seller Parties shall furnish or cause to be furnished or cause their Representatives to Parent furnish to the Buyer such reasonable financial and operating data and other information about the Company, its business as presently conducted, as conducted in the past and as presently proposed to be conducted in the future, and properties and assets which any of the Buyer and its Representatives of Parent may reasonably request. Without limiting the generality of the foregoing, the Seller Parties shall cause Professional Planning Consultants, Inc. (“PPC”) to furnish or provide access to the Buyer, the Company and their respective Representatives to such financial and operating data and documents, including work papers and back up materials, both before and after the Closing, with respect to the most recent interim fiscal period and the prior six (6) fiscal years, or portions thereof, for which PPC provided services to the Company. No information or knowledge obtained by Parent, its Representatives or any Indemnified Parties in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty of the Company or the Significant Stockholders any Seller Party contained herein (or in any certificate to be delivered to the Buyer pursuant to Section 7.1 or 7.2) or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or any provision hereofAgreement.