Access for Investigation Clause Samples

Access for Investigation. (a) Between the Execution Date and the Closing Date, the Target will: (i) afford the Purchaser, the Purchaser’s solicitors and the Purchaser’s representatives, advisors, prospective investors and their representatives (collectively, the “Purchaser’s Advisors”) full and free access to the personnel, properties, contracts, books and records, and other documents and data of the Target, in each case during normal business hours, upon a reasonable number of occasions, upon reasonable notice and in a manner calculated to minimize disruption of the Target Business;

Access for Investigation. (a) The Corporation shall permit the Purchaser and its representatives, on reasonable notice to the Corporation, between the date of this Agreement and the Closing Time, without interference with the ordinary conduct of the Business, to have reasonable access during normal business hours to (i) the Real Property; (ii) all other locations where Books and Records or other material relevant to the Business are stored; (iii) all the Books and Records; and

Access for Investigation. Seller shall afford Buyer and its representatives access during normal business hours to the properties, plant and equipment and to the books and records of Seller in order that Buyer shall have full opportunity to investigate the business affairs of Seller.

Access for Investigation. (a) The Purchaser, the China Vendors and China eMall shall permit the other Parties and their Authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to their respective premises and their respective Records to enable confirmation of the accuracy of the Records and the matters represented and warranted in Articles IV, V and VI . (b) Until the Closing Date and, in the event the termination of this Agreement without the completion of the transactions contemplated hereby, each of the Parties shall thereafter, subject to subsection 8.6(c), use its best efforts to keep confidential and not use for its own purpose (other than as contemplated by this Agreement) any information obtained from any other Party with respect to the other Party's affairs. If this Agreement is terminated, all documents, working papers and other written material obtained by the Party from the other party in connection with this Agreement and not previously made public (and all copies thereof) shall be returned to the other Party promptly after such termination. (c) The obligation of each of the Parties under subsection 8.6(b) to keep confidential and not use any information shall not apply to information which: (i) becomes generally available to the public other than as a result of a disclosure by the Party or its representatives in violation of this Agreement; (ii) was available to the Party on a non-confidential basis prior to its disclosure by the other party or their representatives; (iii) becomes available to the party on a non-confidential basis from a source other than the other Party or its representatives, provided that such source is not bound by a confidentiality agreement with the other Party; or (iv) the Party is required by law to disclose.

Access for Investigation. (a) Subject to and in compliance with Applicable Law, including the Competition Act, and the Confidentiality Agreement during the Interim Period, MDS shall permit Buyer and its Representatives to have access during normal business hours to the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, the Replacement Contracts and the Migrating Assets, in each case, once acquired, and the Books and Records over which it or an Operator exercises control on condition that no Person given access interferes with the ordinary conduct of the Diagnostics Business by MDS or any Operator and MDS shall furnish to Buyer such operating data and other information with respect to the Diagnostics Business, the Purchased Assets, such portions of the Shared Contracts as relate to the Diagnostics Business, to the extent related to the Diagnostics Business, the Replacement Contracts and the Migrating Assets in the possession or control of MDS as Buyer shall from time to time reasonably request. MDS agrees that Buyer may conduct such environmental investigations and tests on the Real Property included in the Purchased Assets as Buyer, acting reasonably, considers necessary, at Buyer’s expense and provided that no damage is caused to such Real Property and the condition of the Real Property is restored substantially to its pre-investigation condition and that such investigations and tests do not interfere with the ordinary conduct of the Diagnostics Business. Buyer shall indemnify and hold harmless MDS and the Operators of and from and against all actions, causes of actions, suits, claims, demands, damages, losses, costs or expenses suffered or incurred by any of them to the extent Buyer does not comply with the foregoing obligations with respect to the conduct of any such investigations and tests. Buyer shall forthwith provide to MDS a copy of the results of such investigations and tests and shall not disclose and shall cause any Person who prepared a report based on such investigations and tests not to disclose, any information relating to such investigations and tests or contained in any such report to any Person unless compelled to do so by Applicable Law. Except as set forth in this Agreement, the exercise of any rights of access or inspection by or on behalf of Buyer under this Section 5.1.6 will not affect or mitigate the covenants, representations and warranties of MDS in this Agreement which will continue in full force and effect as...

Access for Investigation. Between the date of this Agreement and the Closing Date, the Sellers, the Acquired Companies and their Representatives will, (a) afford Buyers and their representatives free and full access to the Acquired Companies' management to discuss the Acquired Companies' business operations, assets, liabilities, actual or potential litigation and claims, properties and prospects with the Acquired Companies' employees, agents, accountants, attorneys, customers, suppliers, and other persons having business dealings with the Acquired Companies or knowledge of the issues, (b) afford Buyers and their representatives full and free access to the Acquired Companies properties (including subsurface testing), contracts, books and records, and other documents and data, (c) furnish Buyer and Buyers' advisors and representatives with copies of all such contracts, books and records, and other existing documents and data as Buyers may reasonably request, and (d) furnish Buyers and Buyers' Advisors and representatives with such additional financial, operating, and other data and information as Buyers may reasonably request in the possession or control of any Acquired Company or Seller, or as to which any of the Sellers or the Acquired Companies have Knowledge.

Access for Investigation. ATI shall permit the Corporation and its agent, legal counsel, accountants and other representatives, between the date of this Agreement and the Completion Date, to have access during normal business hours to the premises and to all the key employees, books, accounts, records and other data of ATI computer designs and codes, (including without limitation, all corporate, accounting and tax records and any electronic or computer accessed data) and to the properties and assets of ATI and ATI will furnish, and require that ATI's principal bankers, appraisers and independent auditors and other advisors furnish, to the Corporation such financial and operating data and other information with respect to the business, properties and assets of ATI as the Corporation shall from time to time reasonably request to enable confirmation of the matters warranted in paragraph 2 of this Agreement. It is also the intention of the parties that the Corporation shall be entitled to meet with ATI's major clients, customers and suppliers prior to Completion.

Access for Investigation. (a) The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, to have free and unrestricted access during normal business hours to the Purchased Assets and other locations where other material relevant to the Business are stored. The Vendor shall furnish to the Purchaser copies of Books and Records as the Purchaser shall from time to time reasonably request to enable confirmation of the matters warranted in ARTICLE 4 and the accounting representatives of the Purchaser shall be afforded ample opportunity to make a full investigation of all aspects of the financial affairs of the Vendor relating to the Business. The Purchaser shall have the right to have the Tangible Personal Property and the Technology inspected and tested by the Purchaser’s representatives. The Vendor shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s investigation of the Business and the Purchased Assets. The Purchaser’s rights of access shall be exercised in a manner that does not unreasonably interfere with the operation of the Business. (b) The Vendor shall forthwith, upon request by the Purchaser or Purchaser’s counsel, execute and deliver to the Purchaser all necessary consents to permit the Purchaser to have inspections made and have existing records released to the Purchaser by the municipal building and zoning department, fire department, public works, environmental agencies and other appropriate authorities as the Purchaser may consider advisable between the date of this Agreement and Closing. Such consents shall authorize and direct the release of information to the Purchaser.

Access for Investigation. (a) Vendor shall permit Parent and Buyer and their respective officers, directors, employees, agents, representatives, accountants, financing sources, advisors, consultants and counsel (collectively, “Representatives”), upon at least one Business Day’s prior written notice, between the date of this Agreement and the Closing, without interference to the ordinary conduct of business, to have reasonable access (supervised by a representative of the Company) during normal business hours to the offices, properties, plants, facilities and other assets of the Company and its Subsidiaries. Vendor shall furnish to Parent and Buyer, and their respective Representatives, copies of the books and records of the Company and its Subsidiaries (subject to any confidentiality agreements or covenants relating to any such books and records), and such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Company, the Subsidiaries of the Company and the Business, as Parent and Buyer, and their respective Representatives, shall from time to time reasonably request. No investigation by Parent or Buyer after the date of this Agreement shall diminish or obviate any of the representation, warranties, covenants or agreements of Vendor contained in this Agreement. Notwithstanding the foregoing, without the prior written consent of Vendor, Parent and Buyer shall not contact, and shall instruct their Representatives not to contact, any of the suppliers, customers, clients, financing sources or Employees of the Company and its Subsidiaries with respect to the Company and its Subsidiaries or the transactions contemplated by this Agreement. (b) Notwithstanding Section 5.2(a), Vendor shall not be required to disclose any information, records, files or other data to Buyer where prohibited by any agreement or applicable Laws.