Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, upon reasonable request, with reasonable advance notice and during normal business hours, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entities; provided, however, that (v) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights shall be subject to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such c...
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, the Company shall (and shall cause its officers, directors, employees, auditors and agents to) provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company and the Business and otherwise fully cooperate with the conduct of due diligence by the Purchaser and its representatives.
Inspection and Access to Information. Between the date of this Agreement and the Closing Date, Seller will provide Purchaser and its accountants, counsel and other authorized representatives full access, during reasonable business hours and under reasonable circumstances to any and all of its employees, premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Purchaser and its authorized representatives any and all financial, technical and operating data and other information pertaining to the Business, as Purchaser shall from time to time reasonably request.
Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on the date of this Agreement and ending on the Closing Date, the Sellers shall, and shall cause the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents to, provide Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company and its Subsidiaries and otherwise fully cooperate with the conduct of due diligence by Purchaser and its representatives; provided, however, that such access and requests shall not unreasonably interfere with the business or operations of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreement.
Inspection and Access to Information. A. Between the date of this Agreement and the Effective Time, each party hereto will provide each other party and its accountants, counsel and other authorized representatives full access, during reasonable business hours and under reasonable circumstances to any and all of its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause their respective officers to furnish to the other party and its authorized representatives any and all financial, technical and operating data and other information pertaining to its business, as each other party shall from time to time reasonably request.
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, each Party shall (and shall cause its officers, directors, employees, auditors and agents to) provide the other Parties and their accountants, investment bankers, counsel, consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the other Parties and their authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to itself and its business and otherwise fully cooperate with the conduct of due diligence by the other Parties and their representatives.
Inspection and Access to Information. From the date of this Agreement to the Closing Date, the Sellers and Parent shall (a) provide the Purchaser and its designees with such information as the Purchaser may from time to time reasonably request with respect to the Business, the Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, (b) provide the Purchaser and its designees, officers, counsel, accountants, actuaries, and other authorized representatives access during regular business hours and upon reasonable notice to the books, records, offices, personnel, counsel, accountants, actuaries, customers, suppliers and distributors of the Business as the Purchaser or its designees may from time to time reasonably request, and (c) permit the Purchaser and its designees to make such inspections thereof as the Purchaser may reasonably request. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation of the business of the Sellers. No such investigation (or any disclosure made at any time by any Seller or Parent to the Purchaser) shall limit or modify in any way, or act or result in a waiver of, the Parent’s or any Seller’s obligations with respect to any breach of their representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations).
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, the Seller will (and will cause its Representatives to) provide the Purchaser and its Representatives reasonable access, during reasonable hours and under reasonable circumstances, to the business related to the Acquired Product Line and Acquired Assets. Notwithstanding the foregoing, the Seller shall not be required to disclose any information if such disclosure will contravene any applicable Law, violate a contractual obligation to any third party existing on the date hereof which cannot be addressed by virtue of suitable confidentiality terms between Seller and Purchaser (if the confidentiality terms set out herein are not already sufficient) or adversely affect the attorney client privilege between the Seller and its counsel. In addition, notwithstanding anything to the contrary herein, any access to any real property shall be subject to the Seller’s reasonable security measures. All information obtained by Purchaser pursuant to this Section 6.2 shall be kept confidential in accordance with the terms of Section 6.7 hereof. No investigation pursuant to this Section 6.2 shall affect any representation or warranty in this Agreement or the Related Agreements of any party hereto or thereto or any condition to the obligations of the parties hereto or thereto. Any access to the Facility shall be subject to the Seller’s reasonable security and worker safety measures (including the right to limit the number of Purchaser personnel at the Facility to those personnel reasonably required to fulfill Purchaser’s objectives for such access) and insurance requirements and the requirements of Seller leases, and shall not include the right to perform any “invasive” testing (which, for clarity, shall not preclude the performance by Purchaser of the activities pursuant to Section 6.12).
Inspection and Access to Information. From the date of this Agreement to the Closing Date or until this Agreement is terminated as provided in Article 8, Sellers shall (and shall cause their subsidiaries and officers, directors, employees, auditors and agents to) provide Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives, as often as may be reasonably requested, reasonable access (including any reasonable requests for copies), upon prior notice, during normal business hours and under reasonable circumstances, to any and all of the premises, employees (including executive officers), properties, contracts, commitments, books, records and other information relating to the Business (excluding tax returns filed and those in preparation) and shall cause their officers to furnish to Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical and operating data and other information pertaining to the Business, and otherwise fully cooperate with Purchaser's conduct of its due diligence. Until the Closing, all information provided or caused to be provided by Parent and Sellers pursuant to this Section 5.2 or otherwise disclosed to Purchaser in connection with the transactions contemplated by this Agreement shall be subject to that certain Confidentiality Agreement between Parent and Monro dated October, 1997. Without limiting the generality of the foregoing, Sellers and Parent shall reasonably cooperate with Purchaser's obtaining the financing required to consummate the transactions contemplated hereby, including, without limitation, providing such access and information as Purchaser and its accountants may reasonably require to audit, at Purchaser's expense, the Financial Statements of the Business for the year ended January 3, 1998.
Inspection and Access to Information. From the date hereof to the Closing Date or until this Agreement is terminated as provided in Article 7, the Companies will (and will cause its respective officers, directors, employees, auditors and agents to) provide the Purchasers and their accountants, counsel and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information and will cause its officers to furnish to the Purchasers and their authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Companies and the Business and otherwise fully corporate with the conduct of due diligence by the Purchasers and their representatives.
