Pre-Closing Access to Information. (a) Prior to the Closing, the Sellers shall, and shall cause their Subsidiaries (other than the EMEA Sellers) to, (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and other facilities and properties of the Business (excluding the EMEA Business), (ii) permit the Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request, (iii) grant the Purchaser and its representatives reasonable access to each of the facilities of the Business where Assets are located for purposes of completing an updated inventory of the fixed assets of the Business for purposes of completing an appraisal of the value thereof, and (iv) cause the officers of the Sellers to (A) after each month-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with copies of the Sellers’ standard Business review of orders and revenue as is regularly prepared in the Ordinary Course, and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with an unaudited quarter-end balance sheet for the Business as of the end of such quarter, and unaudited combined statements of earnings and cash flows of the Business for the three (3) month period then ended; provided, however, that (1) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (2) the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except as otherwise provided herein.
Pre-Closing Access to Information. From the Signing Date through the Closing Date, Company and each Seller will afford to Purchaser its Representatives access to the properties and the Books and Records of the Acquired Companies.
Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive.
Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause the Acquired Companies to, permit each Purchaser to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Controlled Affiliates and in accordance with the procedures established by Seller, to the premises, properties, members of the leadership team of the Business (including any personnel that report directly to the leadership team with permission of the leadership team), employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and documents of, or solely to the extent pertaining to, the Acquired Companies or relating to the Business and solely for the purpose of facilitating the consummation of the Transactions or to prepare for the separation of the Businesses from Seller and one another, including in anticipation of the transactions contemplated by the Transition Services Agreement pursuant to Section 6.5(b) hereto; provided, however, that the foregoing shall not (i) require Seller or its Affiliates (including the Acquired Companies) to provide access or to disclose information where such access or disclosure would, upon the advice of counsel, contravene any Legal Requirement (including those relating to data protection or privacy) or the terms of any Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow disclosure of such information in a manner that would not result in such contravention or waiver, (ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, (iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliates, its and their Representatives or other representatives with (A) any Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies) or predecessors, or any related material or (B) information relating to businesses of Seller or any of its Affiliates other than the Business, or (iv) require Seller to provide (A) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, l...
Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Debtors and their respective Subsidiaries) to, (i) give the Purchaser and its Representatives, upon any reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) cause the officers of the Sellers to furnish the Purchaser with such additional financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records.
Pre-Closing Access to Information. Buyer shall comply with the limitations on the disclosure and use of information set forth in the Confidentiality Agreement with respect to the information that Seller provides to Buyer in and pursuant to this Agreement. Buyer shall not contact any Employee (except as otherwise provided in Section 4.1) or conduct any soil, groundwater or other environmental sampling in connection with the transactions contemplated hereby without the prior written consent of Seller. Buyer shall refrain from imposing any undue burden upon Seller and from interfering with the operations and conduct of the Business.
Pre-Closing Access to Information. The Company shall afford to the Purchaser and to the officers, employees, accountants, counsel, financial advisors and other representatives of the Purchaser, reasonable access during normal business hours during the period prior to the Closing Date to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to the Purchaser (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) subject to the Confidentiality Agreement, all other information concerning its business, properties and personnel as the Purchaser may reasonably request.
Pre-Closing Access to Information. Each of Buyer and Buyer Parent shall comply with the limitations on the disclosure and use of information set forth in the Confidentiality Agreement with respect to the information that Quest provides to any of Buyer, Buyer Parent, their accountants or their counsel in and pursuant to this Agreement. Buyer and Buyer Parent shall refrain from imposing any undue burden upon Quest and from interfering with the operations of Quest.
Pre-Closing Access to Information. From the date hereof until the Closing, except as prohibited by applicable Law, the Companies and the Shareholders shall, and shall cause all of the Companies’ officers, employees, agents, independent accountants and advisors to, furnish to Buyer and its representatives, at reasonable times and places, (i) such access to the Facilities as Buyer may from time to time reasonably request, (ii) such access to the assets, books and records of the Companies as Buyer may from time to time reasonably request, and (iii) such access to financial and operating data and other information relating to the Companies and reasonable cooperation with respect to the same as Buyer may from time to time reasonably request, including access to the work papers of the Companies’ independent auditors (with the consent of such auditors, which the Companies and the Shareholders obtained prior to the date hereof), including without limitation such data and other information as Buyer may request in connection with Buyer’s arrangement to have audited such financial statements for the Companies as Buyer is required to file with the Securities and Exchange Commission in a Current Report on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Buyer shall, at its expense, be entitled to inspect, examine, audit and photocopy all of such documents. In addition, during such period, with the prior consent of the Shareholders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer and its representatives shall, at its expense, have access to (A) the Real Property for the purpose of conducting environmental investigations, and (B) the suppliers, customers, officers, employees and agents of the Companies and others having business dealings with the Companies for the sole purpose of performing Buyer’s due diligence investigation.
Pre-Closing Access to Information. (a) Prior to the Closing, the Main Sellers shall, and shall cause their Subsidiaries to, (i) give the Purchaser and its authorized Representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that (A) any such access by the Purchaser shall be conducted at Purchaser’s own expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (B) the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records unless consented to by such Employee.
