Access to Records and Properties. (a) From the date hereof until the Closing Date or earlier termination of this Agreement, Seller will, and will cause the Companies and their Subsidiaries to:
Access to Records and Properties. Buyer shall be entitled, at its expense, and Sellers shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of Sellers and the Joint Ventures as Buyer shall reasonably deem appropriate. Sellers shall (i) provide Buyer and its Related Persons full and complete access at any reasonable time to all the facilities, offices and personnel of Sellers and the Joint Ventures and to all of the books and records of Sellers and the Joint Ventures; (ii) cause Sellers' and the Joint Ventures' respective Related Persons to furnish Buyer with such financial and operating data and other information with respect to the condition (financial or otherwise), business, assets, properties or operations as Buyer shall reasonably request; (iii) provide Buyer and the Title Company with all customary documents, certificates and instruments required by the Title Company to issue the title insurance contemplated by Section 7.2(i); and (iv) permit Buyer to make such inspections and copies thereof as Buyer may require, including, without limitation, to conduct such environmental assessments and investigations of the Real Property and surrounding real property as Buyer or its advisors and consultants may deem reasonably necessary or appropriate and to conduct sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination; provided, however, that ISG and Buyer shall (A) use commercially reasonable efforts to prevent any such investigation from unreasonably interfering with the operation of the businesses of the Sellers and the Joint Ventures and (B) solely in the case of the matters identified in clause (iv) above, (x) ISG and Buyer shall indemnify and save Sellers harmless from and against any and all loss, cost, expense or other liability that they shall suffer arising out of such matter and (y) prior to such entry on any Real Property, ISG or Buyer shall provide to Sellers certificates of insurance verifying that ISG or Buyer and their respective agents are insured under a policy of commercial general liability insurance which has a single limit coverage of not less than $1,000,000 for wrongful death or injury to any Person or Persons and not less than $200,000 for property damage, and which policy names Sellers as additional insured parties. In addition, at...
Access to Records and Properties. Buyer shall be entitled to, at its expense, conduct such investigation of the condition of the Acquired Assets as Buyer shall reasonably deem appropriate.
Access to Records and Properties. Target may, prior to the Closing Date, through its employees, agents and representatives, make or cause to be made a detailed review of the business and financial condition of Parent, and make or cause to be made such investigation as it deems necessary or advisable of the properties, assets, businesses, books and records of Parent. Parent agrees to furnish such assistance as Target reasonably may request in conducting such review and investigation and will provide, and will cause its independent public accountants to provide, Target and its employees, agents and representatives full access to all books, records (including tax returns filed or in preparation), personnel and premises of Parent and the work papers and other records of its independent public accountants and shall provide to Target such other information concerning the business of Parent as Target reasonably may request. Any such review described in this section shall be undertaken during normal business hours following reasonable notice to Parent.
Access to Records and Properties. For so long as any New Debentures remain outstanding, the Company shall afford to each Purchaser and its Representatives, during normal business hours upon 3 Business Days advance notice, the right to (i) visit and inspect the assets and properties of the Company, (ii) examine upon reasonable advance notice, the books of accounts and records of the Company and (iii) make copies of such records and permit such Persons to discuss all aspects of the Company with any officers, employees or Accountants of the Company; provided, however, that such investigation shall not unreasonably interfere with the operations of the Company. The Company will instruct the Accountants to discuss such aspects of the financial condition of the Company with each Purchaser and its Representatives as may reasonably request, and to permit each Purchaser and its Representatives to inspect, copy and make extracts from such financial statements, analyses, work papers and other documents and information (including electronically stored documents and information) prepared by the Accountants with respect to the Company as may reasonably request. All costs and expenses incurred by each Purchaser and its Representatives in connection with exercising such rights of access shall be borne by each Purchaser, and all out-of-pocket costs and expenses incurred by the Company in complying with any extraordinary requests by each Purchaser and its Representatives in connection with exercising such access rights shall be borne by each Purchaser.
Access to Records and Properties. The Recipient shall, during normal business hours and with reasonable prior notice, provide the Provider with access to its books and records pertaining to in the case Newco is the Recipient, the Echo Business, and in the case Xxxxxxx is the Recipient, the Xxxxxxx Business, solely for the purposes of the Provider’s provision of the Services and solely to the extent necessary for the Provider to provide the Services. The Recipient shall also provide the Provider with physical access to computer and communications equipment at the applicable facilities in order to maintain or service such equipment and associated software, including such access for a reasonable time following the termination of this Agreement, in each case, to the extent reasonably necessary for the provision of the Services.
Access to Records and Properties. Except to the extent limited by agreement with third parties, between the date of this Agreement and the Closing Date, Frontier, Esenjay and Aspect shall give each other full access to all their respective premises, properties and books and records and will cause their respective employees, agents and representatives to furnish financial and operating data and other information with respect to each other party as the other from time to time reasonably requests; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the providing parties business. Any such furnishing of such information to the parties or any investigation by the parties, shall not affect each party's right to rely on any representations and warranties made in this Agreement. Except as required by law, all information furnished pursuant hereto shall not be disclosed and shall be kept confidential from all third parties unless the party who furnished such information consents in writing to the disclosure of all or part of such information. In the event of any termination of this Agreement, each party will return all documents, work papers and other materials (including all copies thereof) obtained pursuant hereto and in connection with the Exchange, and for a period of one year after such termination (i) will use all reasonable efforts to keep confidential any information obtained pursuant to this Agreement, except to the extent required by law or unless such information is readily ascertainable from public or published information or trade sources, and (ii) will not use any of the information obtained in connection with the Exchange, except in connection therewith.
Access to Records and Properties. Subject to requirements of confidentiality imposed by contract or by law, Seller will (a) make available to Purchaser and its accountants, counsel and other representatives, access during normal business hours to the properties, books and records of Seller, and will allow Seller's officers and representatives to be available to Purchaser for consultation, and (b) furnish Purchaser with copies of all such contracts, books and records, and other existing documents and data relating to Seller, any Subsidiary or the Assets as Purchaser may reasonably request, and (c) furnish Purchaser with such additional financial, operating, and other data and information relating to Seller, any Subsidiary or the Assets as Purchaser may reasonably request.
Access to Records and Properties. Prior to the Closing, (a) Buyer shall be entitled, and each Seller shall permit Buyer, to conduct such investigation of the condition (financial or otherwise), business, assets, properties or operations of the Companies and the Business as Buyer shall reasonably deem appropriate, and (b) each Seller shall (i) provide Buyer and its agents and representatives, including its independent accountants, internal auditors and attorneys, full and complete access to all the facilities, offices and management and supervisory personnel of the Companies, and to all of the books and records of the Companies (including work papers of any accountants), (ii) cause the Companies' officers, employees and advisors to furnish Buyer with such financial and operating data (including the data described in Section 7.2(b)) and other information with respect to the condition (financial or otherwise), business, assets, properties or operations of the Companies and the Business as Buyer shall reasonably request, and (iii) permit Buyer to make such inspections and copies thereof as Buyer may reasonably require, including without limitation, to conduct such environmental assessments and investigations of the Property and surrounding property as Buyer or its advisors and consultants may deem necessary or appropriate, and sampling and analysis of environmental media to detect the presence or confirm the absence of contamination, including any contamination which may be present in groundwater and the sources of any such contamination. In addition, Buyer shall be provided with full and complete access to the customers and suppliers of the Business and the opportunity to make, in conjunction with Sellers, cooperative calls on purchasers of Products.
Access to Records and Properties. OF EACH PARTY; CONFIDENTIALITY. From and after the date hereof until the Effective Time or the earlier termination of this Agreement pursuant to Section 9.1 hereof (the "Executory Period"), the Company shall afford: (i) to the officers, independent certified public accountants, counsel and other representatives of Parent and Acquisition Sub, free and full access at all reasonable times upon reasonable notice to all properties, books and records (including tax returns filed and those in preparation) of the Company, in order that Parent and Acquisition Sub may have a full opportunity to make such investigations as they shall reasonably desire to make of the business and affairs of the Company; and (ii) to the independent certified public accountants of Parent or Acquisition Sub, free and full access at all reasonable times upon reasonable notice to the work papers of the independent certified public accountants of the Company. Additionally, the Company will permit Parent and Acquisition Sub to make such reasonable inspections of the Company and its operations during normal business hours upon reasonable notice as Parent or Acquisition Sub may reasonably require and the Company will cause its officers to furnish to Parent and Acquisition Sub such additional financial and operating data and other information relating to the business and properties of the Company as Parent or Acquisition Sub shall from time to time reasonably request. No investigation pursuant to this Section 5.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties of the Company or the Stockholder.
