Pre-Closing Access. Subject to confidentiality obligations and similar restrictions that may be applicable to permitting access to or to information furnished to Seller or any of its Subsidiaries by third parties that may be in Seller’s or any of its Subsidiaries’ possession from time to time, from the date hereof until the Initial Closing Date, Seller shall, and shall cause its Subsidiaries to, (a) give Buyer and its Representatives reasonable access to the offices, properties, books and records of Seller and its Subsidiaries, in each case, to the extent relating to the Business, (b) furnish to Buyer and its Representatives such financial and operating data and other information, in each case, to the extent relating to the Business as such Persons may reasonably request and (c) cause the employees, counsel and financial advisors of Seller and its Subsidiaries to reasonably cooperate with Buyer in its investigation of the Business. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or its Subsidiaries, including, in the case of Buyer and its Representatives visiting any Restaurant, at least a twenty-four (24) hour prior notice to Seller and limiting such visits, at Seller’s reasonable discretion, to non-peak business hours at any such location. Notwithstanding the foregoing, (i) Buyer shall not have access to (A) personnel records of the Business Employees relating to individual performance or evaluation records, medical histories or other information which would violate applicable Law or which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any of its Subsidiaries to risk of Liability, (B) any properties of Seller or its Subsidiaries (whether owned or leased) for purposes of conducting any environmental sampling or testing or any other invasive sampling or testing, (C) any information to the extent relating to any Excluded Asset or Excluded Liability or (D) information relating to the Retained Businesses, and (ii) as and to the extent necessary to avoid contravention or waiver, Seller and its Subsidiaries may withhold any document or information the disclosure of which could reasonably be expect to violate any Contract or any Law or would result in the waiver of any legal privilege or work-product privilege; provided that to the extent practicable, Seller and its Subsidiaries shall make reasonable and appropriate substitute disclosure...
Pre-Closing Access. Buyer may not enter upon, trespass, make repairs to, or hire any contractors to work on the Premises prior to delivery of the foreclosure deed without express written permission of the Seller.
Pre-Closing Access. Seller shall give Buyer, its accountants, counsel, and other representatives access to the premises and offices of the Hospital, management and supervisory employees of the Hospital, and make such information as Buyer may reasonably request available to Buyer, as may be necessary for Buyer to examine the Assets and Business being acquired. No such inspection by Buyer shall unreasonably interfere with Seller's conduct of business in the ordinary course.
Pre-Closing Access. In addition to Lessor's covenants in Section 5.1, Lessor shall give Lessee, its accountants, its counsel, and other representatives reasonable access to the premises, books and records, and offices of the Hospital, and make such information in respect thereof as Lessee may reasonably request available to Lessee, as may be necessary for Lessee to examine the Assets being acquired. No such inspection by Lessee shall interfere with Lessor's conduct of business in the ordinary course.
Pre-Closing Access. (a) Prior to the Amendment Date Comcast shall not, and shall not permit any of its Affiliates to, without the prior written consent of Time Warner Cable (i) initiate or maintain contact with any Transferred Systems Employee regarding the transactions contemplated hereby or otherwise related thereto, (ii) access any of the properties, whether owned or leased, of the Transferred Systems and (iii) subject to applicable Legal Requirements disclose the identity of the Transferred Systems to any Person other than any of the officers, employees, directors and advisors of Comcast or its Affiliates, provided that such officers, employees, directors and advisors are first advised of the confidential nature of such information. Comcast shall be responsible for any breach of such confidentiality obligation on the part of any of its Affiliates or such officers, employees, directors and advisors. No breach of this Section 7.25 shall result in a failure of the condition set forth in Section 8.2(b).
Pre-Closing Access a. Seller shall, prior to the Closing, furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable notice, such access (i) during normal business hours, to the Project as Buyer reasonably requests and (ii) to the Books and Records as Buyer reasonably requests, but, in each case, only to the extent that such access does not unreasonably interfere with the business and operations of the Project Company; provided, however, that Seller has the right to have one of its representatives present and to impose reasonable restrictions and requirements for safety purposes.
Pre-Closing Access. The Seller shall afford to the Purchaser and its employees and subcontractors, on reasonable prior notice, reasonable access before Closing to the Dealership Premises for the purpose of installing communications lines (” New Communications Lines”) which in the Purchaser’s reasonable judgment are necessary to allow the Purchaser, immediately after Closing, to connect those premises and the computer systems, telephone systems, networks and data bases in them to the Purchaser’s computer systems, telephone systems, networks and data bases; provided, however, that the Purchaser shall not use the New Communications Lines before the Closing, other than for testing purposes, without the Seller’s consent. If this Agreement is terminated for any reason, the Purchaser shall undertake to promptly, but in no event later than 30 days after such termination, remove the New Communications Lines. The Purchaser’s installation and, if applicable, removal of the New Communications Lines shall be done in a manner that does not unreasonably interfere with the Seller’s operation of the Business and that does not damage the Dealership Premises. At least 1 week before the anticipated Closing Date, the Seller shall provide the Purchaser with digital access to the Seller’s vehicle inventory. The Purchaser may also arrange for the Seller’s employees to attend DMS and other training prior to Closing so long as such training does not materially interfere with such employee’s work duties to the Seller.
Pre-Closing Access. Subject to the terms of the Confidentiality Agreement, between the date hereof and the Closing Date, Parent Seller shall afford Purchaser and its representatives reasonable access, at reasonable times during normal business hours, to the personnel, premises, properties, books and records and other documents and financing, operating and other data of the Acquired Companies that Purchaser may reasonably request in writing; provided that Purchaser shall not engage in any environmental testing with respect to any Real Property without the prior written consent of Parent Seller; provided, further, that such books and records and other documents shall not include any Group Tax Return or any work papers related thereto. Parent Seller shall also instruct the representatives and personnel of the Acquired Companies to cooperate reasonably with Purchaser and its representatives in its investigation of the Business pursuant to this Section 6.04. The foregoing shall not require any Seller or any Acquired Company to permit any inspection, or to disclose any information, that in its reasonable judgment is reasonably likely to (i) result in the waiver of any attorney-client privilege or the violation of any Applicable Law or (ii) violate any of their obligations with respect to confidentiality (whether pursuant to any Contract or otherwise) if such Seller or Acquired Company, as the case may be, shall have used commercially reasonable efforts to obtain the consent to such inspection or disclosure of the affected third party. Sellers shall not be required to, nor shall Sellers be required to cause any Acquired Company to, take any action pursuant to this Section 6.04 beyond commercially reasonable efforts or that would unreasonably disrupt their respective normal operations. The confidentiality of all such documents and information furnished in connection with the transactions contemplated by this Agreement shall be governed by the terms of the Confidentiality Agreement.
Pre-Closing Access. During the [two (2) week] period prior to the Closing Date, Seller shall permit the employees and representatives of the TRS Entity to be present at the Facilities at scheduled times to, as applicable and reasonably desired by the TRS Entity, commence installation of time clocks, computers, billing, accounting and security systems, and do such other things as may be reasonably necessary to effect an orderly transition of the Facilities.
Pre-Closing Access. Prior to the closing, BUYER shall have the right to access from time to time the Premises upon reasonable advance notice for purposes of consulting with its contractors, engineers, architects and other similar professionals. BUYER shall be responsible to SELLER for any damage to the Premises caused by such access and any such access shall be at the BUYER’s own risk. BUYER shall hold harmless, indemnify and defend SELLER from any and all damages, whether to person or property, suffered by BUYER or a third party, that may result from such access. BUYER shall provide a Certificate of Insurance to the SELLER prior to such access, which Certificate of insurance shall name the SELLER as an additional insured and shall evidence coverage types and limits that are acceptable to the City of Stamford Risk Manager. [Remainder of page intentionally left blank; signature page follows.] SCHEDULE A DESCRIPTION 000 Xxx Xxxxxx All that certain piece, parcel or tract of land, together with any improvements thereon, situated in the City of Stamford, County of Fairfield, State of Connecticut, bounded and described as follows: WESTERLY: one hundred thirty-five and two hundredths (135.02) feet more or less, by land now or formerly of Three 36 – 000 Xxx Xxxxxx LLC; NORTHERLY: Ninety-one and forty-four hundredths (91.44) feet more or less, by land now or formerly of If-Off Company LLC; EASTERLY: Twenty (20) feet more or less, eight (8) feet more or less, four (4) feet more or less, fifty-two (52) feet more or less, fifteen (15) feet more or less, twenty-five
