Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing). (b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 4 contracts
Sources: Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/), Second Lien Term Loan and Guaranty Agreement (Delta Air Lines Inc /De/), First Lien Revolving Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors.
(b) The Borrower and the Guarantors and provide will permit, to the Administrative Agentextent not prohibited by applicable law or contractual obligations, the Collateral Agent and their respective any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or the Collateral Agent may Trustee or any Governmental Authority that is authorized to supervise or regulate the operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantors, to (x) visit and representatives (provided that inspect the Borrower shall be given Collateral and the right to participate in such discussions with such representatives) properties of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; (y) examine its books and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agentrecords, and any agents or representatives (includingz) discuss its affairs, without limitationfinances and condition with its officers and independent accountants, appraisers) thereof to visit the properties all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower and the Guarantors and will be present) subject to conduct examinations of and to monitor the any restrictions in any applicable Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, Document; provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuing).
(b) Grant access to , the Borrower and the right to inspect all final reports, final audits (Guarantors shall be responsible for the reasonable costs and draft reports and audits where no final reports or audits are available) and other similar internal information expenses of any visits of the Borrower relating to Administrative Agent, the Real Property Assets Collateral Trustee and the Lenders, acting together (but not separately); provided, further, that with respect to environmental Collateral and matters relating thereto, the rights of Administrative Agent, the Collateral Trustee and the Lenders under this Section 5.13 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent or the Collateral Trustee, the applicable Grantor will permit the Administrative Agent and/or the Collateral Trustee or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and obtain properties and (y) inspect any third party verification of matters documents relating to (i) the Release or alleged Release existence of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities such Collateral, (ii) with respect to environmental matters Collateral other than Pledged Routes, Pledged Slots and Pledged Gate Leaseholds, the condition of such Collateral, and (for matters that would impact iii) the value validity, perfection and priority of the Real Property Assets) reasonably requested Liens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent at Agent, the Collateral Trustee and each of their respective agents and representatives and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time to timelegal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.
Appears in 4 contracts
Sources: Term Loan Credit and Guaranty Agreement (United Airlines, Inc.), Revolving Credit and Guaranty Agreement (United Airlines, Inc.), Term Loan Credit and Guaranty Agreement (United Airlines, Inc.)
Access to Books and Records. (a) Maintain or cause To the extent reasonably requested by Buyer, Sellers shall provide Buyer access and the right to be maintained at all times true copy from and complete after any Closing Date any books and records relating to the Assets but not included in all material respects in a manner consistent with GAAP in all material respects of the financial operations of Assets. To the Borrower extent reasonably requested by Sellers, Buyer shall provide Sellers access and the Guarantors right to copy from and provide after the Administrative Agent, applicable Closing Date any books and records relating to the Collateral Agent Assets that are included in the Assets. Buyer and their respective representatives and advisors reasonable access to all Sellers shall each retain any such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals for a period of three years (or such longer period as may be required by law or good business practice) following the Final Closing Date. Subject to and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer in accordance with the officers terms of the Borrower this Section 6.9, Sellers shall cause its accountants regularly servicing Sellers to conduct audits and the Guarantors and representatives (provided that the Borrower shall be given the right reviews of Sellers' financial information as Buyer may reasonably determine is necessary to participate in such discussions with such representatives) of the Borrower and the Guarantorssatisfy Buyer's due diligence, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers(a) thereof causing Sellers' auditors to visit the properties of the Borrower permit Buyer's auditors to have access to Sellers' auditor's work papers, and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant causing Sellers' auditors to consent to such access by Buyer. Under no circumstance shall the preparation of any financial statements pursuant to such audits and reviews (i) require any Seller to change or modify any accounting policy, (ii) cause any unreasonable disruption in the right to inspect all final reportsbusiness or operations of any Station, final audits or (iii) cause any delay that is more than de minimis in any internal reporting requirements of any Seller. All costs and expenses incurred in connection with the preparation of (and draft reports assimilation of relevant information for) the audits and audits where no final reports or audits are available) and other similar internal reviews of financial information shall be paid by Sellers; provided, Buyer shall promptly pay upon presentation of any invoice, as a non-refundable prepayment of the Borrower Purchase Price, for all charges incurred in connection with such audit to the extent relating to work performed on or after July 26, 1999 (such charges, the Real Property Assets "Section 6.9 Amount") (it being understood that the hourly charges of Sellers' accountants for the period of time for which Buyer is responsible may be greater than the hourly charges incurred by Sellers). In addition, Buyer shall be responsible for any costs and expenses (a) associated with respect the inclusion of such audited financial statements in Buyer's publicly filed documents, including, without limitation, any fees for consents to environmental matters upon reasonable noticesuch inclusion and a "comfort letter," and (b) incurred in connection with any review of financial statements for the periods ended June 30, and obtain 1998 or June 30, 1999, or for any third party verification of matters relating to other periods other than the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (financial statements for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timecalendar year 1998.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Entercom Communications Corp)
Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors.
(b) The Borrower and the Guarantors and provide will permit, to the Administrative Agentextent not prohibited by applicable law or contractual obligations, the Collateral Agent and their respective any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantors, to visit and representatives (provided that inspect the Borrower shall be given the right to participate in such discussions with such representatives) properties of each of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; examine its books and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agentrecords, and any agents or representatives to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (including, without limitation, appraisers) thereof to visit the properties it being understood that a representative of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, will be present); provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuing).
(b) Grant access to , the Borrower and the right to inspect all final reports, final audits (Guarantors shall be responsible for the reasonable costs and draft reports and audits where no final reports or audits are available) and other similar internal information expenses of any visits of the Borrower relating to Administrative Agent and the Real Property Assets Lenders, acting together (but not separately) provided, further that with respect to environmental Collateral and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.10 shall be limited to the following: upon request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent, or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hours its offices and obtain sites and inspect any third party verification of matters documents relating to (i) the Release or alleged Release existence of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities such Collateral, (ii) with respect to environmental matters Collateral other than Pledged Route Authorities, Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (for matters that would impact iii) the value validity, perfection and priority of the Real Property Assets) reasonably requested Liens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent at and each agent or representative thereof and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time to timelegal counsel, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.), Amendment and Restatement Agreement (American Airlines Inc)
Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors.
(b) The Borrower and the Guarantors and provide will permit, to the Administrative Agentextent not prohibited by applicable law or contractual obligations, the Collateral Agent and their respective any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantors, to visit and representatives (provided that inspect the Borrower shall be given the right to participate in such discussions with such representatives) properties of each of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; examine its books and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agentrecords, and any agents or representatives to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times during normal business hours and as often as reasonably requested (including, without limitation, appraisers) thereof to visit the properties it being understood that a representative of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, will be present); provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuing).
(b) Grant access to , the Borrower and the right to inspect all final reports, final audits (Guarantors shall be responsible for the reasonable costs and draft reports and audits where no final reports or audits are available) and other similar internal information expenses of any visits of the Borrower relating to Administrative Agent and the Real Property Assets Lenders, acting together (but not separately) provided, further, that with respect to environmental Collateral and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.10 shall be limited to the following: upon request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent, or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hours its offices and obtain sites and inspect any third party verification of matters documents relating to (i) the Release or alleged Release existence of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities such Collateral, (ii) with respect to environmental matters Collateral other than Pledged Route Authorities, Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (for matters that would impact iii) the value validity, perfection and priority of the Real Property Assets) reasonably requested Liens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent at and each agent or representative thereof and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time to timelegal counsel, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.
Appears in 4 contracts
Sources: Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.), Credit and Guaranty Agreement (American Airlines, Inc.)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects After the date of this Agreement until the earlier of the financial operations Closing or termination of the Borrower and the Guarantors and provide the Administrative Agentthis Agreement, the Collateral Agent and their respective representatives and advisors Sellers shall afford to Representatives of Purchasers reasonable access to all such books the Books and records Records of the Transferred Entities’ Businesses during normal business hours consistent with applicable Law and in accordance with the procedures established by Sellers; provided, however, that (i) no Seller or Transferred Entity shall be required to violate any obligation of confidentiality to which a Seller or a Transferred Entity or any of their respective Affiliates may be subject in discharging their obligations pursuant to requirements under any confidentiality agreements, if applicablethis Section 5.1(a), as well as any appraisals of and (ii) Sellers shall make available, or cause the CollateralTransferred Entities to make available, during regular business hours, Transferred Entity Employee personnel files only after the Closing Date. Any information provided to Purchasers or their Representatives in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and accordance with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower this Section 5.1 or the Guarantors to the Administrative Agent or the Lenders otherwise pursuant to this Agreement shall be held by Purchasers and their Representatives in accordance with, shall be considered under, and shall be subject to the terms of, the Confidentiality Agreement.
(b) Purchasers agree that any permitted investigation undertaken by Purchasers pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or for otherwise ascertaining compliance the Transferred Entities, and Purchasers and their representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement; , neither Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws.
(c) At and at any reasonable time after the Closing Date, Purchasers shall, and from time to time shall cause their Affiliates to, afford Sellers and their representatives, during regular normal business hours, upon reasonable notice notice, full access to the Borrowerbooks, permit records, properties and employees of each Transferred Entity to the Administrative Agentextent that such access may be reasonably requested by Sellers, including in connection with financial statements or a proceeding before the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingIndependent Accounting Firm under Section 2.5(d).
(bd) Grant access Purchasers agree to hold all the Books and Records of each Transferred Entity’s Business existing on the right Closing Date and not to inspect all final reports, final audits destroy or dispose of any thereof for a period of seven (and draft reports and audits where no final reports 7) years from the Closing Date or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable noticesuch longer time as may be required by Law, and obtain any third party verification thereafter, if they desire to destroy or dispose of matters relating such Books and Records, to the Release offer first in writing at least sixty (60) days prior to such destruction or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect disposition to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time surrender them to timeSellers.
Appears in 4 contracts
Sources: Purchase and Sale Agreement (Alkermes Plc.), Purchase and Sale Agreement (Baudax Bio, Inc.), Purchase and Sale Agreement (Alkermes Plc.)
Access to Books and Records. (a) Maintain The Ceding Company shall maintain the Books and Records (a) in accordance with any and all Applicable Law and (b) with a degree of care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies of its other businesses. The Reinsurer and its Representatives shall have the right to inspect, audit and make copies of, not more than once per calendar year (or cause (i) in the event the Ceding Company is in breach of its obligations under Article VII, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects the Ceding Company of the financial alleged breach, together with reasonable supporting detail in respect thereof and (ii) with respect to the Reinsurer’s right to audit and inspect the Ceding Company’s compliance with Section 2.09, not more than twice per calendar year (but in the event the Ceding Company is in breach of its obligations under Section 2.09, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof)), at reasonable times and upon reasonable prior notice, the Books and Records in the possession, custody or control of the Ceding Company, its Affiliates and its or their respective Representatives and access to appropriate personnel of the Ceding Company, its Affiliates and its and their Representatives; provided, however, that such access shall not unreasonably interfere with the business and operations of the Borrower Ceding Company. The Reinsurer shall bear its own expenses in connection with such access and shall promptly reimburse the Guarantors Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection with such access by the Reinsurer and provide its Representatives. Without limiting the Administrative Agentforegoing, at least once annually upon the Collateral Agent Reinsurer’s request the Ceding Company will hold servicing and their respective representatives and advisors reasonable access administration review calls with the Reinsurer to all such books and records discuss material issues (subject if any) that have arisen with respect to requirements under any confidentiality agreements, if applicable), as well as any appraisals the servicing of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Reinsured Policies.
(b) Grant access Notwithstanding anything herein to and the right contrary, the Ceding Company shall not be obligated to inspect all final reportsmake available to the Reinsurer any original papers or other books, final audits records or documents to the extent that the Ceding Company determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract or jeopardize the protection of an attorney-client privilege; it being understood that the Ceding Company shall use commercially reasonable efforts to enable such information to be made available to the Reinsurer (and draft reports and audits where no final reports including redacting information) without contravening such Applicable Law or audits are availablecontract or jeopardizing such privilege.
(c) and other similar internal The Reinsurer shall not use any information obtained pursuant to this Section 6.02 for any purpose not relating to this Agreement, the Trust Agreement, the Master Transaction Agreement, the letter agreement, dated as of the Borrower relating to date hereof, by and between the Real Property Assets with respect to environmental matters upon reasonable notice, Reinsurer and obtain any third party verification of matters relating to Provident Life and Casualty Insurance Company or the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timereinsurance provided hereunder.
Appears in 3 contracts
Sources: Reinsurance Agreement (Unum Group), Reinsurance Agreement (Unum Group), Reinsurance Agreement (Unum Group)
Access to Books and Records. Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof or any other duty of confidentiality owed to another Person, or as would be reasonably expected to violate any attorney-client privilege (a) Maintain or it being understood that the parties shall each use reasonable best efforts to cause such information to be maintained at all times true and complete books and records in all material respects provided in a manner consistent with GAAP that does not result in all material respects such violation), from the date of this Agreement until the earlier of the financial operations of the Borrower Effective Time and the Guarantors and provide the Administrative AgentTermination Date, the Collateral Agent Company shall (and their respective shall cause the Subsidiaries to): (i) provide to Parent and to the officers, directors, members, partners, managers, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives and advisors (collectively, “Representatives”) of Parent reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateralaccess, during regular normal business hours, in order that the Administrative Agent hours and the Collateral Agent may upon reasonable prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof; and (ii) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably request. Notwithstanding the foregoing, the Company may impose reasonable restrictions and limitations on access to such officers, employees, agents, properties, offices, facilities, books and records and information, and Parent shall, and shall cause its Representatives to, use their reasonable best efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with reasonable frequency, but the business or operations of the Company or the Subsidiaries or otherwise result in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer unreasonable interference with the officers prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of the Borrower and the Guarantors and representatives (provided that the Borrower Subsidiaries shall be given required to provide access to or to disclose information where such access or disclosure would jeopardize the right to participate in such discussions with such representatives) attorney-client privilege of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower Company or the Guarantors Subsidiaries or could reasonably be deemed to contravene any law, Contract entered into prior to the Administrative Agent or the Lenders pursuant to date of this Agreement or any other duty of confidentiality owed to another Person (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardy). In addition to the foregoing, the Company shall provide to Parent, and shall cause the Subsidiaries to, and shall use its reasonable best efforts to cause the Company’s and the Subsidiaries’ respective officers, employees, Representatives and advisors, including legal and accounting, to, provide to Parent all cooperation reasonably requested by Parent in connection with its financing and the other transactions contemplated by this Agreement and the Other Contemplated Transactions, including the following: (i) participation in meetings, presentations, road shows, due diligence sessions and sessions with rating agencies; (ii) assisting with the preparation of materials for otherwise ascertaining compliance rating agency presentations, offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents; (iii) furnishing Parent and its financing sources with this Agreementfinancial and other pertinent information regarding the Company and the Subsidiaries, if subject to confidentiality and use restrictions reasonably satisfactory to the Company; and at any reasonable time and from time (iv) facilitating the entrance into one or more credit or other agreements satisfactory to time during regular business hoursParent, upon reasonable notice provided that, in all cases with respect to the Borrower, permit the Administrative Agentabove, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower Company and the Guarantors Subsidiaries shall incur no cost or expense that is not promptly reimbursed by Parent upon demand if the Closing does not occur and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required obligated to pay become a party to (or otherwise bound by) any agreement or other document prior to the expenses Closing. The Company hereby consents to the use of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to its and the right Subsidiaries’ logos in connection with Parent’s financing; provided that such logos are used solely in a manner that is not intended to inspect all final reports, final audits (and draft reports and audits where no final reports nor reasonably likely to harm or audits are available) and other similar internal information disparage the Company or any of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeSubsidiaries.
Appears in 3 contracts
Sources: Merger Agreement (Industrial Distribution Group Inc), Merger Agreement (King Luther Capital Management Corp), Merger Agreement (Industrial Distribution Group Inc)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower Borrowers and the Guarantors Guarantors; and provide the Lender Parties and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lender Parties may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower Borrowers or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower Borrowers and the Guarantors with the officers and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense independent accountants of the Borrower (provided, Borrowers; provided that the any Borrower shall not have the right to be required to pay the expenses of more than one present at any such visit a year unless an Event of Default has occurred or inspection and is continuing).
(bii) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower Borrowers and the Guarantors relating to the Real Property Assets with respect to environmental matters upon reasonable advance notice; provided that, excluding such visits and obtain any third party verification inspections during the continuation of matters relating to the Release or alleged Release an Event of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters Default, (for matters that would impact the value of the Real Property Assetsx) reasonably requested by only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrowers; provided, further that when an Event of Default exists, the Administrative Agent (or any time of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers during normal business hours and from time upon reasonable advance notice; provided, further that, notwithstanding anything to timethe contrary herein, neither any Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of ▇▇▇▇ and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.
Appears in 3 contracts
Sources: Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc), Credit and Guaranty Agreement (Dana Inc)
Access to Books and Records. (a) Maintain After the date of this Agreement until the earlier of the Closing or the valid termination of this Agreement, and subject to the requirements of applicable Laws, Seller shall, and shall cause the Transferred Entities to, afford to Representatives of Purchaser reasonable access, upon reasonable request and notice and solely for purposes of integration planning and in furtherance of the transactions contemplated by this Agreement, to the Books and Records of the Business during normal business hours consistent with applicable Law and in accordance with the procedures reasonably established by Seller to prepare the Business for transition to Purchaser at the Closing and Purchaser’s acceptance of the Business at the Closing; provided, that neither Seller nor any Transferred Entity shall be maintained at required to (i) make available Transferred Business Employee personnel files until after the Closing Date (it being understood that (A) any personnel files that do not relate to Transferred Business Employees shall not be transferred to Purchaser and (B) Seller shall only be obligated to take all times true and complete books and records in all material respects reasonable efforts to make available Business Employee personnel files on or after the Closing Date) or (ii) make available medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a manner consistent violation of applicable Law. Purchaser shall indemnify and hold Seller and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files, other than to the extent resulting solely from actions of Seller that are not taken at the request of Purchaser.
(b) Purchaser agrees that any access granted under Section 5.1(a) shall not interfere unreasonably with GAAP in all material respects the operation of the financial operations Business or any other business of Seller or its Affiliates. Neither Purchaser nor any of its Affiliates or Representatives shall communicate with any employees of Seller or any of its Affiliates, other than communications relating to the terms of post-Closing employment in coordination with Seller, without the prior written consent of Seller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information if, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality, or if such information concerns the valuation of the Borrower Business or the Sale Process.
(c) At and after the Guarantors Closing, Purchaser shall, and provide the Administrative Agentshall cause its Affiliates to, the Collateral Agent afford Seller and their respective representatives its Affiliates and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralRepresentatives, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice request and notice, access to the Borrowerbooks, permit records, properties and employees of each Transferred Entity and the Administrative AgentBusiness (including making and retaining any copies thereof at Seller’s sole cost and expense) to the extent that such access (i) may be reasonably requested for reasonable business purposes, including in connection with financial statements, Taxes, any potential Action or investigation or regulatory matter by or before a Governmental Entity (including in connection with the Collateral Agentmatters covered under Section 5.11), SEC or other Governmental Entity reporting obligations and (ii) does not unreasonably interfere with the normal operations of the Business and any agents Excluded Asset, Excluded Liability or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (Environmental Liability for which Seller is or may be responsible; provided, that nothing in this Agreement shall limit any rights of discovery of Seller or its Affiliates. Purchaser, on the Borrower one hand, and Seller, on the other hand, shall promptly reimburse the other for such other’s reasonable and documented out-of-pocket expenses associated with requests made by such first party under this Section 5.1(c), but no other charges shall be payable by the requesting party to the other party in connection with such requests.
(d) Purchaser agrees to hold, and to cause the Transferred Entities to hold, all the Books and Records of each Transferred Entity or the Business existing on the Closing Date and not to destroy or dispose of any such Books and Records for a period of ten (10) years from the Closing Date or such longer period of time as may be required by Law.
(e) Notwithstanding anything to the contrary herein, to the extent any party is obligated to provide another party physical access to books, records, properties, or employees pursuant to this Section 5.1 or otherwise, such party may instead provide such access by electronic means if physical access is not reasonably feasible or would not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingpermitted under applicable Law (including any COVID-19 Measures).
(bf) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating Notwithstanding anything to the Real Property Assets with respect to environmental matters upon reasonable noticecontrary herein, and obtain any third party verification of matters relating prior to the Release Closing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or alleged Release any sampling of Hazardous Materials at soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Seller or any of its Affiliates, including the Business Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeProperty.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Pseg Power LLC), Equity Purchase Agreement (Pseg Power LLC)
Access to Books and Records. (a) Maintain or cause After the date of this Agreement, Seller shall, upon the reasonable request of IPH, afford to be maintained at all times true and complete representatives of IPH, including prospective financing sources, reasonable access to the employees, properties, books and records in all material respects in a manner of the Transferred Company and its Subsidiaries during normal business hours consistent with GAAP applicable Law and in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and accordance with reasonable frequency, but procedures established by Seller. Any information provided to IPH or its representatives in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer accordance with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower this Section 5.1 or the Guarantors to the Administrative Agent or the Lenders otherwise pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; shall be held by IPH and at any reasonable time its representatives in accordance with, shall be considered “Evaluation Material” under, and from time to time during regular business hours, upon reasonable notice shall be subject to the Borrower, permit the Administrative Agentterms of, the Collateral AgentConfidentiality Agreement. Notwithstanding the foregoing, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Seller shall not be required to pay provide access to any books and records, data or other information the expenses disclosure of more than one which would (i) unreasonably disrupt the operations of the Company or any of its Subsidiaries; (ii) cause a violation of any agreement to which the Company or any of its Subsidiaries is a party; or (iii) in the reasonable opinion of counsel to Seller, result in the loss of any existing attorney-client privilege with respect to such visit a year unless an Event books and records, data or other information or violate any Law to which Seller or any of Default has occurred and its Subsidiaries, or any of its or their respective properties, rights or assets, is continuingsubject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply).
(b) Grant access to At and after the right to inspect all final reportsClosing, final audits (IPH shall, and draft reports shall cause its Subsidiaries to, afford Seller and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters its representatives, during normal business hours, upon reasonable notice, and obtain any third party verification of matters relating reasonable access to the Release books, records, Environmental Records, properties and employees of the Transferred Company and its Subsidiaries to the extent that such access may be reasonably requested by Seller, including in connection with financial statements and SEC reporting obligations or alleged Release in the event of Hazardous Materials at litigation; provided, however, that nothing in this Agreement shall limit any of Seller’s rights of discovery. Notwithstanding the Real Property Assets foregoing, IPH shall not be required to provide access to any books and compliance with Environmental Laws and requirements records, data or other information the disclosure of Airport Authorities which would, in the reasonable opinion of counsel to IPH, result in the loss of any existing attorney-client privilege with respect to environmental matters such books and records, data or other information or violate any Law to which IPH, the Transferred Company or any of its Subsidiaries, or any of its or their respective properties, rights or assets, is subject (for matters provided that would impact the value parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply). At and after the Real Property Assets) Closing, Seller shall, and shall cause its Subsidiaries to, afford IPH and its representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records, Environmental Records, properties and employees of Seller and its Subsidiaries to the extent they relate to the Transferred Company and its Subsidiaries to the extent that such access may be reasonably requested by IPH, including in connection with insurance loss and claim data, financial statements and SEC reporting obligations or in the Administrative Agent event of litigation; provided, however, that nothing in this Agreement shall limit any of IPH’s rights of discovery. Notwithstanding the foregoing, Seller shall not be required to provide access to any books and records, data or other information the disclosure of which would, in the reasonable opinion of counsel to Seller, result in the loss of any existing attorney-client privilege with respect to such books and records, data or other information or violate any Law to which Seller or any of its Subsidiaries, or any of its or their respective properties, rights or assets, is subject (provided that the parties hereto will cooperate to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of this sentence apply).
(c) IPH agrees to hold all the books and records of the Transferred Company and its Subsidiaries existing on the Closing Date that are in the possession of the Transferred Company and its Subsidiaries and not to destroy or dispose of any thereof for a period of 10 years from the Closing Date or such longer time as may be required by Law; provided, however, that no later than 30 days prior to such destruction or disposition, Seller may request in writing copies of all books and records of the Transferred Company and its Subsidiaries existing on the Closing Date.
(d) In furtherance and not in limitation of the foregoing Section 5.1(a), at any time and from time to timetime after the date hereof, Seller will allow, and will cause the Transferred Company and its Subsidiaries to allow, IPH and its representatives reasonable access to the Derivative Products trading operations of the Transferred Company and its Subsidiaries and their respective books and records, and will cooperate with IPH to develop appropriate procedures to permit IPH and its approved representatives (such approval by Seller not to be unreasonably withheld, delayed or conditioned) to monitor the aggregate net positions in the Derivative Products trading portfolio of the Transferred Company and its Subsidiaries, subject to the other terms of this Agreement, the terms of the Confidentiality Agreement and applicable Laws. IPH shall have the right to appoint an individual who will exercise the rights granted to IPH pursuant to this Section 5.1(d) and as further set forth on Section 5.1(d) of the IPH Disclosure Schedule. No information made available to IPH, its monitor, or any other individual or entity pursuant to this Section 5.1 shall be made available to any employee of IPH or its affiliates (as that term is defined under FERC regulations) which employee engages in, or directs, oversees or executes, the sale, marketing, or trading of physical electricity or financial electricity derivative products.
Appears in 2 contracts
Sources: Transaction Agreement (Ameren Energy Generating Co), Transaction Agreement (Dynegy Inc.)
Access to Books and Records. (a) Maintain or Seller shall (and shall cause the members of the Seller Group to), to be maintained at all times true the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to (i) from and complete after the date of this Agreement to the date that is five (5) years from the Closing Date, the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations members of the Borrower Alkali Group and the Guarantors Seller Group (to the extent related to the Business) and provide (ii) from and after the Administrative Agentdate of this Agreement to the Closing Date, with Seller’s prior written consent (not to be unreasonably withheld), the Collateral Agent assets, Business Employees, facilities, data and their respective representatives such additional financial and advisors reasonable access to all such books and records operating data (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papersinformation regarding the Business (or true, accurate and permit the Administrative Agent, the Collateral Agent and their respective complete copies thereof) as Purchaser or such representatives and advisors may reasonably request from time to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representativestime) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy members of the various reports delivered by the Borrower or the Guarantors Seller Group (to the Administrative Agent or extent related to the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Business) and at any reasonable time and from time to time of the members of the Alkali Group, in each case, during regular normal business hours, upon reasonable notice to the Borrowerand in accordance with reasonable procedures established by Seller; provided, permit the Administrative Agenthowever, the Collateral Agent, and that (A) neither any agents or representatives (including, without limitation, appraisers) thereof to visit the properties member of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense Seller Group nor any member of the Borrower (provided, that the Borrower Alkali Group shall not be required to pay violate any written confidentiality agreement with a third party to which such member of the expenses Seller Group or such member of more than one such visit a year unless an Event the Alkali Group, respectively, may be subject in discharging its obligations pursuant to this Section 5.1(a); (B) Seller shall make available, or cause the members of Default has occurred the Alkali Group to make available, Business Employee personnel files only after the Closing Date (provided that Seller shall not make available medical records, workers-compensation records or the results of any drug testing); and is continuing)(C) prior to the Closing Date, Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Real Property.
(b) Grant Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Seller or the members of the Alkali Group, and Purchaser and its representatives shall not communicate with any of the directors, officers or other employees of Seller or the members of the Alkali Group (other than, subject to the restrictions of Section 5.1(a), the Business Employees) without the prior written consent of Seller, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any member of the Alkali Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws.
(c) At and after the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating Closing to the Real Property Assets with respect to environmental matters date that is five (5) years from the Closing Date, Purchaser shall, and shall cause its Subsidiaries to, afford Seller and its representatives, during normal business hours, upon reasonable notice, access to the books, records (including employee and obtain any third party verification personnel records), properties and employees of matters each member of the Alkali Group, solely to the extent relating to events, occurrences or facts arising at or prior to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) Closing, as may be reasonably requested by Seller, including in connection with financial statements, Taxes and U.S. Securities and Exchange Commission reporting obligations; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) neither any member of the Administrative Agent Seller Group nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party to which such member of the Seller Group or such member of the Alkali Group, respectively, may be subject in discharging its obligations pursuant to Section 5.1(a) and (ii) Seller agrees that any permitted investigation undertaken by Seller pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Purchaser or the members of the Alkali Group from and after the Closing. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller may retain copies of any Transferred Books and Records, Alkali Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets or the Shares and, for the avoidance of doubt, shall have the right to use such books and records in connection with the Excluded Claims and the preparation of the Initial Post-Closing Adjustment Statement. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws.
(d) Each Party agrees to hold all the books and records of each member of the Alkali Group or of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of ten (10) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at any time and from time least sixty (60) days prior to timesuch destruction or disposition to surrender them to the other Party.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement (Tronox LTD), Stock and Asset Purchase Agreement (FMC Corp)
Access to Books and Records. (a) Maintain or After the date of this Agreement until the Closing, and subject to the requirements of applicable Laws, to the extent reasonably practicable Parent shall, and shall cause the Seller and Transferred Entities to, (i) afford to be maintained at all times true Representatives of Purchaser reasonable access, upon reasonable request and complete notice, to the books and records of the Business (other than with respect to any Carrier Assets or Carrier Liabilities) and to the Business Owned Real Property and the Business Leased Real Property, in each case during normal business hours, consistent with applicable Law and in accordance with the procedures established by Parent, and (ii) reasonably cooperate with Purchaser to allow Purchaser to conduct such additional due diligence (subject in all material respects events to the last sentence of this Section 5.1(a)) of environmental matters and Environmental Conditions related to the Transferred Entities and the Business as Purchaser deems reasonably necessary to obtain additional insurance coverage with respect to breaches of the representations and warranties contained in Section 3.14; provided, that none of Parent, the Seller or Transferred Entities shall be required to make available (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute Carrier Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if doing so could reasonably be expected to result in a violation of applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent, the Seller or the Transferred Entities to the extent (A) reasonably necessary (x) for Parent, the Seller and Transferred Entities to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of Parent’s, the Seller’s or the Transferred Entities’ respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), Parent shall, and shall cause the Seller and Transferred Entities to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner consistent with GAAP in all material respects without risking the health and safety of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such Persons or violating such COVID-19 Measures) or (B) any requested books and records of the Business are stored in an offsite archive location pursuant to the ordinary course document storage policies of Parent and its Affiliates. Purchaser shall indemnify and hold Parent and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, Purchaser and its Representatives shall not conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Owned Real Property and the Business Leased Real Property.
(subject b) Purchaser agrees that any access granted under Section 5.1(a) shall not interfere unreasonably with the operation of the Business or any other business of Parent or its Affiliates. Purchaser and its Representatives shall not communicate with any of the employees of Parent or its Affiliates without the prior written consent of Parent, which consent shall not be unreasonably withheld. Notwithstanding anything to requirements under the contrary in this Agreement, neither Parent nor any confidentiality agreementsof its Affiliates shall be required to provide access to or disclose information if, if applicableupon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality.
(c) Subject to the access limitations set forth in the second proviso to Section 5.1(a), as well as any appraisals of at and after the CollateralClosing, Purchaser and the Company shall, and shall cause the Company’s Subsidiaries to, afford Parent and its Representatives, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice notice, access to the Borrowerbooks, permit the Administrative Agentrecords, the Collateral Agent, properties and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties employees of the Borrower each Transferred Entity and the Guarantors Business to the extent that such access may be reasonably requested for reasonable business purposes, including in connection with financial statements, Taxes, any potential Action or investigation by or before a Governmental Entity (including in connection with the matters covered under Section 5.11) and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (SEC or other Governmental Entity reporting obligations; provided, that the Borrower nothing in this Agreement shall not be required to pay the expenses limit any rights of more than one such visit a year unless an Event discovery of Default has occurred and is continuing)Parent or its Affiliates.
(bd) Grant access to Except for Tax Returns and other documents governed by Section 7.3(b), each of Purchaser and the right Company agrees to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable noticehold, and obtain to cause the applicable Transferred Entities to hold, all the books and records of each Transferred Entity or the Business existing on the Closing Date and not to destroy or dispose of any third party verification thereof for a period of matters relating ten (10) years from the Closing Date or such longer time as may be required by Law, and thereafter, if any of them desires to the Release destroy or alleged Release dispose of Hazardous Materials such books and records, to offer first in writing at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect least sixty (60) days prior to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time such destruction or disposition to timesurrender them to Parent.
Appears in 2 contracts
Sources: Stock Purchase Agreement (CARRIER GLOBAL Corp), Stock Purchase Agreement (APi Group Corp)
Access to Books and Records. (a) Maintain or cause After the date of this Agreement, Sellers shall afford to be maintained at all times true and complete representatives of Purchaser reasonable access upon reasonable advance notice to the books and records in all material respects in a manner of the Transferred Entities during normal business hours consistent with GAAP applicable Law and in all material respects accordance with the procedures established by Sellers; provided, however, that no Seller or Transferred Entity shall be required to violate any agreement to which any Seller or a Transferred Entity is a party, or any obligation of the financial operations confidentiality to which any Seller or a Transferred Entity or any of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hoursAffiliates may be subject, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and discharging their obligations pursuant to this Section 5.1(a) or Law. Any information provided to Purchaser or its representatives in accordance with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower this Section 5.1 or the Guarantors to the Administrative Agent or the Lenders otherwise pursuant to this Agreement shall be held by Purchaser and its representatives in accordance with, shall be considered “Evaluation Material” under, and shall be subject to the terms of, the Confidentiality Agreement.
(b) ▇▇▇▇▇▇▇▇▇ agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or for otherwise ascertaining compliance the Transferred Entities, and Purchaser and its representatives shall not communicate with any of the employees of Sellers or the Transferred Entities without the prior written consent of Sellers. Notwithstanding anything to the contrary in this Agreement; , none of Sellers nor the Transferred Entities shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or any of its Affiliates or contravene any Laws.
(c) At and at any reasonable time after the Closing Date, Purchaser shall, and from time to time shall cause its Subsidiaries to, afford Sellers and their representatives, during regular normal business hours, upon reasonable notice notice, full access to the Borrowerbooks, permit records, properties and employees of each Transferred Entity to the Administrative Agent, extent that such access may be reasonably requested by Sellers and as such materials relate to the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties conduct of the Borrower and Business prior to the Guarantors and to conduct examinations of and to monitor Closing, including in connection with financial statements or a proceeding before the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (Independent Accounting Firm under Section 2.5(d); provided, however, that the Borrower nothing in this Agreement shall not be required to pay the expenses limit any of more than one such visit a year unless an Event Sellers’ rights of Default has occurred and is continuing)discovery.
(bd) Grant access ▇▇▇▇▇▇▇▇▇ agrees to hold all the books and records of each Transferred Entity existing on the right Closing Date and not to inspect all final reports, final audits destroy or dispose of any thereof until the six (and draft reports and audits where no final reports or audits are available6) and other similar internal information year anniversary of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release Closing Date or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested such longer time as may be required by the Administrative Agent at any time and from time to timeLaw.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Ambipar Emergency Response), Purchase and Sale Agreement (Ambipar Emergency Response)
Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Group Companies in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) Maintain in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company, and (b) the Company may elect to limit, or cause any Group Company to be maintained at all times true and complete books and records limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in all material respects in a manner consistent with GAAP in all material respects Section 7.01(a). If the Company, any of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and its Subsidiaries or any controlled Affiliate or their respective representatives and advisors reasonable access are compelled to all such books and records (subject to disclose any information by judicial or administrative process or by other requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agentapplicable Law, the Collateral Agent and their respective representatives and advisors Company shall, to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered extent permitted by the Borrower applicable Law or the Guarantors rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the Administrative Agent or the Lenders pursuant disclosing party is advised by its counsel is legally required to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hoursbe disclosed, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Company shall not use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be required accorded to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)information.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Merger Agreement (Nordhagen Arlen Dale), Merger Agreement (National Storage Affiliates Trust)
Access to Books and Records. From the date hereof until the Closing Date, upon reasonable notice, the Company shall provide Buyer and its authorized representatives (a“Buyer’s Representatives”) Maintain or cause with access as reasonably requested by Buyer to be maintained at all times true and complete the offices, personnel, advisors, properties, books and records in all material respects in a manner consistent with GAAP in all material respects of the financial Company and its Subsidiaries to the extent relating to the transition of the Company’s business to Buyer; provided that such access does not unreasonably interfere with the normal operations of the Borrower and Company; provided further that all requests for such access shall be directed to ▇▇▇▇▇▇▇ Stocks at ▇▇▇▇▇▇▇▇▇ & Company, Inc. or such other Person as the Guarantors and provide Company may designate in writing from time to time. To the Administrative Agentextent the Company reasonably believes in good faith that disclosure of information to Buyer otherwise required by this Agreement would result in the loss of the attorney client privilege, the Collateral Agent and their respective representatives and advisors reasonable access Company shall inform Buyer that it is not disclosing information to Buyer based on such concern but the Company shall disclose all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order information related thereto that the Administrative Agent and Company can disclose without the Collateral Agent may upon reasonable prior notice and with reasonable frequencyloss of such privilege as advised by counsel. The Company shall promptly and, but in any event, so long before Closing, enter into a joint defense agreement with Buyer to allow for disclosure of such privileged information, such agreement in form and substance mutually agreed upon by Buyer and the Company acting reasonably in good faith. Neither the Company nor Seller make any representation or warranty as no Event to the accuracy of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papersany information (if any) provided pursuant to this Section 6.02, and permit Buyer may not rely on the Administrative Agentaccuracy of any such information, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower in each case other than as expressly set forth in Seller’s and the Guarantors Company’s representations and representatives (warranties contained in Article III and Article IV and as provided that the Borrower shall in Section 6.07. The information provided pursuant to this Section 6.02 will be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all used solely for the purpose of verifying effecting the accuracy transactions contemplated hereby, and will be governed by all the terms and conditions of the various reports delivered Confidentiality Agreement, dated May 13, 2008, by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time between Seller and Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC (as amended, modified and supplemented from time to time during regular business hourstime, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit all addendums, the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing“Confidentiality Agreement”).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Thermon Holding Corp.)
Access to Books and Records. (a) Maintain The Borrowers shall maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Borrowers and provide the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable, and excluding the SkyMiles Agreements), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Master Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Master Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors Delta and representatives (provided that the Borrower Delta shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsDelta, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors Borrowers to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at . All confidential or proprietary information obtained in connection with any reasonable time and from time to time during regular business hourssuch visit, upon reasonable notice to the Borrower, permit inspection or discussion shall be held confidential by the Administrative Agent, the Master Collateral Agent, Agent and any agents each agent or representatives (including, without limitation, appraisers) representative thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be furnished or disclosed by any of them to anyone other than their respective bank examiners, auditors, accountants, agents and legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. None of Delta or any of its Subsidiaries will be required to pay disclose, permit the expenses inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.13, (i) except in connection with any enforcement or exercise of more than one such visit a year unless an Event remedies, (A) that constitutes non-registered SkyMiles Intellectual Property, non-financial Trade Secrets (including the SkyMiles Customer Data) or non-financial proprietary information, including the SkyMiles Agreements, or (B) in respect of Default has occurred and is continuing).
(b) Grant access which disclosure to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at or any time and from time Lender (or their respective designees or representatives) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder), or (ii) that is subject to timeattorney-client or similar privilege or constitutes attorney work product or constitutes Excluded Intellectual Property.
Appears in 2 contracts
Sources: Term Loan Credit and Guaranty Agreement (Delta Air Lines, Inc.), Term Loan Credit and Guaranty Agreement (Delta Air Lines, Inc.)
Access to Books and Records. (a) Maintain or The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from the date hereof to be maintained at all times true the earlier of the Closing Date and complete the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower Transferred Entities and the Guarantors (ii) furnish to Purchaser and provide the Administrative Agent, the Collateral Agent and their respective its representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), other information as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent Purchaser may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during regular normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the Borrower, permit business or operations of the Administrative AgentTransferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Collateral Agent, Company shall not be required by this Section 5.1(a) to (and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the expenses Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of more than one clause (x), the Company shall give written notice to Purchaser of the fact that such visit a year unless an Event documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of Default has occurred such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and is continuing)shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement.
(b) Grant access to From and after the right to inspect all final reportsClosing, final audits for a period of seven (7) years, Purchaser shall, and draft reports shall cause its Affiliates (including the Transferred Entities) to, provide Sellers and audits where no final reports or audits are available) their authorized representatives with access, during normal business hours and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, under the supervision of the Company’s personnel, and obtain in such a manner as not to unreasonably hinder the normal operations of the Company or any third party verification of matters relating its Subsidiaries, to (i) the Release or alleged Release books and records (including audit work papers) (for the purpose of Hazardous Materials at examining and copying) of the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities Transferred Entities with respect to environmental periods or occurrences prior to or on the Closing Date and (ii) accountants and employees of Purchaser and its Affiliates (including the Transferred Entities), in each case, solely to comply with the rules and regulations of any Governmental Entity or applicable Law, discharging its obligations under this Agreement, in connection with financial reporting and tax and accounting matters or in the event of any litigation. Notwithstanding the foregoing provisions of this Section 5.2(b) the Purchaser shall not be required by this Section 5.2(b) to (for matters and shall not be required to cause the Transferred Entities and its and their representatives to) grant access or disclose information to Sellers or any of their respective representatives that Purchaser or any Transferred Entity reasonably determines in good faith would impact (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the value Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, the Purchaser shall give written notice to Seller of the Real Property Assetsfact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Unless otherwise consented to in writing by Sellers, Purchaser shall not, and shall not permit any of its Affiliates to, for a period of seven (7) reasonably requested years following the Closing Date (or such longer time as may be required by Law), destroy, alter or otherwise dispose of any of the Administrative Agent at books and records of the Transferred Entities for any time period prior to the Closing Date without first giving reasonable prior written notice to Sellers and from time offering to timesurrender to Sellers such books and records or any portion thereof that Purchaser or any of its Affiliates may intend to destroy, alter or dispose of. In the event of any conflict between this Section 5.1 and Section 9.4, Section 9.4 shall control.
Appears in 2 contracts
Sources: Interests Purchase Agreement (Tegna Inc), Interests Purchase Agreement (McClatchy Co)
Access to Books and Records. From and after the Closing until the fifth (a5th) Maintain or anniversary hereof, the Buyer shall, and shall cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects members of the financial operations of the Borrower and the Guarantors and Company Group to, provide the Administrative Agent, the Collateral Agent Seller and their respective representatives and advisors its authorized Representatives with reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; examining and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentcopying, in each case at the expense Seller’s expense), during normal business hours and upon reasonable notice and in accordance with the reasonable procedures established by Buyer (including the execution of customary hold harmless and confidentiality access letters), to the books and records of the Borrower Company Group with respect to periods prior to the Closing Date solely in connection with the preparation of financial statements, Taxes, including the preparation of any Tax Return or conduct of any Tax proceeding (other than any proceeding between or among the Parties), and any financial reporting obligations required by applicable Law or otherwise in connection with bona fide regulatory or litigation matters; provided, however, that (i) any such access shall be conducted in a manner not to unreasonably interfere with the Borrower businesses or operations of the Company Group and (ii) notwithstanding anything to the contrary in this Agreement, none of the Buyer or its Affiliates (including the Company Group after the Closing) shall not be required to pay disclose any information to the expenses Seller or its authorized Representatives if doing so would (x) violate any Contract or any Law to which the Buyer or its Affiliates (including the Company Group after the Closing) are or will be a party or to which the Buyer or its Affiliates or Subsidiaries (including the Company Group after the Closing) is subject or (y) compromise any attorney-client or other similar privilege, but, in each case of more than one such visit a year unless an Event of Default has occurred and is continuing).
the foregoing clauses (b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are availablex) and other similar internal information (y), the Buyer shall, and shall after the Closing cause each member of the Borrower relating Company Group to, use reasonable best efforts to the Real Property Assets with respect provide such information in a way so as not to environmental matters upon reasonable notice, and obtain jeopardize such attorney client-privilege or similar privilege or contravene any third party verification of matters relating to the Release applicable Contract or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably if requested by the Administrative Agent at Seller; provided, further, that if the parties hereto are in an adversarial relationship in litigation or arbitration, the access provided by this Section 7.14 shall be superseded by the applicable rules relating to discovery. Unless otherwise consented to in writing by the Seller, the Buyer shall not permit the Company Group, for a period of five (5) years following the Closing Date, to destroy or otherwise dispose of any time material books and from time records related to timefinancial or Tax matters of the Company Group, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior written notice to the Seller and offering to surrender to the Seller such books and records or such portions thereof.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Sonoco Products Co), Equity Purchase Agreement (Sonoco Products Co)
Access to Books and Records. (a) Maintain Until the later of the tenth anniversary of the Closing or cause such longer period as may be required by any Governmental Entity or requested by Seller in connection with any Litigation Matter (provided that Seller shall give Buyer 30 days’ notice prior to be maintained such tenth anniversary of any such request), Buyer and its Affiliates shall afford promptly to Seller and its Affiliates and their respective Representatives access to the books and records, officers, employees, auditors and other advisors of the Transferred Companies relating to periods prior to and including the Closing Date to the extent reasonably required by Seller to enable it and its auditors to prepare (at all times true Seller’s sole cost and complete expense) an audited consolidated balance sheet of the Company as of the Closing Date prepared in accordance with IFRS and for any other lawful business purpose relating to Seller’s prior ownership of the Transferred Companies, whether or not related to this Agreement, including any claims made by or against Seller or any of its Affiliates, whether involving any Governmental Entity or third party (including, in respect to the Litigation Matters set forth in Section 9.1(a) of the Disclosure Schedule and any other Litigation Matters described below (collectively, the “Seller Litigation Matters”), disputes, compliance, financial reporting (including financial audits of historical information), regulatory, Tax and accounting matters; provided, however, that access to books and records relating to Taxes shall be governed exclusively by Section 10.6. Seller and its Affiliates may retain copies of all information and records relating to the Seller Litigation Matters, to the extent reasonably necessary as determined by Seller in its sole discretion. Buyer and its Affiliates (including the Transferred Companies after the Closing Date) and their Representatives and counsel will use commercially reasonable efforts to neither dispose of nor destroy any of the books and records delivered to Buyer in connection with the Closing or the Seller Litigation Matters without first offering to turn over possession thereof to Seller, by written notice to Seller to the extent practicable at least 30 days prior to the proposed date of such disposition or destruction. Buyer shall, and shall cause the Transferred Companies to, implement an internal process to ensure the deletion of all data relating to Seller or its Affiliates from any computers, hard drives or other similar electronic devices prior to disposing of any such device, and such internal process shall conform in all material respects to the internal process currently in a manner consistent place at the Transferred Companies for deletion of data prior to disposition of such devices; provided, however, for the avoidance of doubt, that such deletion shall be made only after assurance that any such data relating to Seller or its Affiliates is retained by the Buyer or the Transferred Companies.
(b) From and after the Closing Date, Buyer shall reasonably cooperate (and shall cause the Transferred Companies to cooperate) with GAAP Seller in all material respects the defense or prosecution of any Litigation Matter whether instituted or threatened before or after the Closing Date against, by or on behalf of Seller, including any Litigation Matters against Seller’s Affiliates, officers, directors, or employees, relating to or arising out of the financial operations conduct of the Borrower business of Seller or any of its Affiliates prior to or after the Closing Date (including without limitation the Seller Litigation Matters, and the Guarantors other than litigation among Seller and provide the Administrative Agent, the Collateral Agent and Buyer and/or their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals Affiliates arising out of the Collateral, during regular business hours, transactions contemplated by this Agreement). Cooperation in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and connection with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers Litigation Matters shall include making any employee or former employee of the Borrower and the Guarantors and representatives Seller or any of its Affiliates employed by a Transferred Company or Buyer available (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice and without unreasonably interfering with his or her professional obligations); to the Borrowermeet with Seller and its Affiliates and Representatives, permit the Administrative Agent, the Collateral Agent, and regarding any agents matters in which he or representatives she has been involved; to help Seller prepare for any proceeding (including, without limitation, appraisers) thereof depositions, consultation, discovery or trial); to visit the properties of the Borrower and the Guarantors provide truthful affidavits; and to conduct examinations assist with any audit, inspection, proceeding, investigation or other inquiry. Seller shall reimburse Buyer for any reasonable documented expenses incurred in providing such cooperation. For purposes of and to monitor the Collateral held by the Collateral Agentthis Section 5.5, in each case at the expense of the Borrower (provided“Litigation Matter” means any litigation, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)compliant, hearing, indictment, settlement, audit, claim, action, suit or proceeding, demand, grievance, citation, summons, subpoena, charge, inquiry, arbitral action, governmental inquiry, criminal prosecution or other investigation.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Fidelity & Guaranty Life), Stock Purchase Agreement (Harbinger Group Inc.)
Access to Books and Records. (a) Maintain or cause After the Closing Date, Buyer shall, upon Seller’s reasonable request from time to be maintained at all times true time, and complete books upon reasonable notice, (i) (A) provide to Seller and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective its representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateralaccess, during regular normal business hours, in order that the Administrative Agent to any and the Collateral Agent may upon reasonable prior notice and with reasonable frequencyall premises, but in any eventproperties, so long as no Event of Default has occurred and is continuingfiles, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals documents and other papersinformation of the Company relating to periods prior to the Closing, (B) cause its officers and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower Company to furnish to Seller and its representatives any and all existing financial data and other information pertaining to the Company relating to periods prior to the Closing (it being understood that neither Buyer nor the Company shall be required to create or compile data or other information hereunder) and (C) make available to Seller and its representatives, during normal business hours, personnel of Buyer and the Guarantors Company to consult with such personnel, and (ii) make available for inspection and copying by Seller at Seller’s expense true and complete copies of any documents relating to the foregoing. In exercising their rights under the foregoing provisions of this Section 8.16, Seller and its representatives shall not interfere with the normal operations of Buyer or the Company. Buyer shall cause the Company to retain the files, books, records and documents of the Company relating to the period prior to the Closing Date for at least five (5) years after the Closing Date.
(b) In the event any claims are made against or incurred by Buyer with respect to the Company, the preparation or filing of any Tax Returns and other governmental reports or of financial statements in connection with any audit related to the Company, and for purposes of compliance with any audit, investigation or other examination by any Governmental Authority with securities, environmental, employment and other Laws, until the fifth (5th) anniversary of the Closing, Seller shall, upon the request of Buyer, provide Buyer with access to, or copies of, any books and records relating to the Company for periods prior to the Closing which shall not otherwise have been delivered hereunder to Buyer or the Company; and, upon reasonable notice, afford the officers, employees, agents and representatives of Buyer reasonable access (provided that the Borrower shall be given including the right to participate make, at Buyer’s expense, copies), during normal business hours, to such books and records; provided, however, that any such access or furnishing of information shall be conducted in such discussions a manner as not to unreasonably interfere with the normal operations of Seller. Seller shall, at Buyer’s expense, provide such representativesinformation as Buyer may reasonably request in connection with (x) any action by or against Buyer; or (y) compliance with securities, environmental, employment and other Laws. Seller shall retain the files, books, records and documents of the Borrower Company relating to the period prior to the Closing Date which shall not otherwise have been delivered hereunder to Buyer for five (5) years after the Closing.
(i) All files, books, records and the Guarantors, all for the purpose of verifying the accuracy documents of the various reports delivered Company provided after the Closing by Buyer to Seller and its representatives will be kept confidential by Seller, provided that Seller shall have the Borrower or right to disclose such information to those representatives of Seller who have a need to know such information. Seller shall be liable for any breach of this confidentiality provision by its representatives as if Seller had breached this confidentiality provision itself.
(ii) Seller shall exercise the Guarantors same degree of care to preserve the Administrative Agent or confidential information in the Lenders files, books, records and documents of the Company which are provided to Seller pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any Section 8.16 as Seller exercises in preserving its own confidential information, which shall be no less than a reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties standard of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower care. Seller shall not be required to pay keep information confidential pursuant to this Section 8.16, and shall have the expenses right to disclose such information, if: (A) Seller, or its representatives become legally compelled to disclose such information, , (B) the information, at the time of more than one such visit a year unless an Event the disclosure is, or becomes, available publicly and was not disclosed in breach of Default has occurred and this Agreement by Seller or its representatives; or (C) the information is continuing)used in connection with the enforcement of any rights of Seller under this Agreement or any other agreement with Buyer or any of its Affiliates.
(biii) Grant access to and the right to inspect all final reportsNotwithstanding any other provision of this Agreement, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information Seller agrees that any breach of the Borrower relating confidentiality obligations of this Section 8.16 may cause irreparable injury to the Real Property Assets with respect Company or Buyer and therefore, Buyer shall be entitled to environmental matters upon reasonable noticeenforce the confidentiality obligations of this Section 8.16 by seeking injunctive relief, in addition to all other rights and obtain any third party verification of matters relating to the Release remedies at law or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timein equity.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Pinnacle Airlines Corp), Stock Purchase Agreement (Pinnacle Airlines Corp)
Access to Books and Records. (a) Maintain or cause From the date of this Agreement to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower Closing Date, Trimble and the Guarantors Company shall, and provide shall cause the Administrative Agentother Transferred Subsidiaries or other Subsidiaries of Trimble that own any Business Assets or operate the Business to, to the Collateral Agent and their respective representatives and advisors extent permitted by applicable Law, afford to Representatives of AGCO reasonable access to all such books and the books, records (subject to requirements under any confidentiality agreements, if applicableincluding employee and personnel records), as well as any appraisals properties, assets (including, for the avoidance of doubt, the CollateralCovered Contracts) and employees, in each case to the extent related to the Company, the Business, the Business Assets or the Assumed Liabilities, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice advance written notice; provided, however, that prior to the BorrowerClosing, permit AGCO shall not have the Administrative Agentright and shall not conduct any environmental testing or sampling, and shall not conduct any subsurface, soil, water, ground water or other testing or sampling, pursuant to such access without receiving ▇▇▇▇▇▇▇’▇ prior written consent therefor (which shall not be unreasonably withheld, conditioned or delayed); provided, further, that none of Trimble, the Collateral AgentTransferred Subsidiaries or other Subsidiaries of Trimble that owns any Business Assets or operate the Business shall be required to violate any obligation of confidentiality to which Person may be subject in discharging its obligations pursuant to this Section 7.1(a); provided, further, that Trimble and AGCO shall cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not (in the good faith belief of Trimble) be likely to result in the violation of any such confidentiality obligation.
(b) AGCO agrees that any permitted investigation undertaken by AGCO pursuant to the access granted under Section 7.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any retained business of the Trimble Group by Trimble or its Subsidiaries (including the Company), and any agents or representatives (includingAGCO and its Representatives shall not, without limitationthe prior written consent of Trimble (not to be unreasonably withheld, appraisersconditioned or delayed) thereof to visit the properties (i) communicate with any of the Borrower directors, officers or other employees of Trimble or any of its Subsidiaries or (ii) communicate with any customers, vendors or clients of the Business, in each case, solely with respect to the Business or the transactions contemplated by this Agreement or the Ancillary Agreements (for the avoidance of doubt, excluding any communications with customers, vendors or clients of the Business in the ordinary course of Business of AGCO and its Affiliates that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreement). Notwithstanding anything to the contrary in this Agreement, none of the Company, Trimble or any of their respective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 7.1(a), that (x) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any applicable Law, (y) is related to ▇▇▇▇▇▇▇’▇ or the Company’s evaluation or consideration of the transactions contemplated hereby or (z) constitutes a Trade Secret; provided, that, if there is any limit to AGCO’s right to access or information pursuant to clause (x) or (z) of this Section 7.1(b), Trimble shall use its reasonable best efforts to develop an alternative to providing such access or information to AGCO so as to address such lack of access or information in a manner reasonably acceptable to AGCO. Notwithstanding the foregoing, auditors and accountants of Trimble and the Guarantors Company or any of their Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to conduct examinations such access in form and substance reasonably acceptable to such auditors or accountants.
(c) From the date of this Agreement to the Closing Date, AGCO shall, and shall cause the JCA Entities and its Subsidiaries to, to monitor the Collateral held extent permitted by applicable Law, afford to Representatives of Trimble reasonable access to the Collateral Agentrelevant portions of books, records (including employee and personnel records), properties and employees, in each case at to the expense extent related to the JCA Entities, during normal business hours, upon reasonable advance written notice; provided, however, that Trimble shall not have the right and shall not conduct any environmental testing or sampling and shall not conduct any subsurface, soil, water, ground water or other testing or sampling, without receiving AGCO’s prior written consent therefor (to be given or withheld in AGCO’s sole discretion for any reason or no reason); provided, further, that none of AGCO Group or any of the Borrower JCA Entities shall be required to violate any obligation of confidentiality to which AGCO or any of the JCA Entities may be subject in discharging its obligations pursuant to this Section 7.1(c); provided, further, that AGCO and Trimble shall cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable to the extent doing so would not (in the good faith belief of AGCO) be likely to result in the violation of any such confidentiality obligation.
(d) Trimble agrees that any permitted investigation undertaken by Trimble pursuant to the access granted under Section 7.1(c) shall be conducted in such a manner as not to interfere unreasonably with the operation of the JCA Entities, and Trimble and its Representatives shall not, without the prior written consent of AGCO (not to be unreasonably withheld, conditioned or delayed) (i) communicate with any of the directors, officers or other employees of AGCO or any of its Subsidiaries or (ii) communicate with any customers, vendors or clients of the JCA Entities, in each case, solely with respect to the JCA Entities or the transactions contemplated by this Agreement or the Ancillary Agreements (for the avoidance of doubt, excluding any communications with customers, vendors or clients of the JCA Entities in the ordinary course of Business of Trimble and its Affiliates that are unrelated to the transactions contemplated by this Agreement or the Ancillary Agreement). Notwithstanding anything to the contrary in this Agreement, neither AGCO nor any of their respective Subsidiaries shall be required to provide access to or disclose information pursuant to Section 7.1(c), that (x) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such Party or contravene any applicable Law, (y) is related to AGCO’s evaluation or consideration of the transactions contemplated hereby or (z) constitutes a Trade Secret; provided, that, if there is any limit to ▇▇▇▇▇▇▇’▇ right to access or information pursuant to clause (x) or (z) of this Section 7.1(d), AGCO shall use its reasonable best efforts to develop an alternative to providing such access or information to Trimble so as to address such lack of access or information in a manner reasonably acceptable to Trimble. Notwithstanding the foregoing, auditors and accountants of AGCO or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants.
(e) For six (6) years from the Closing Date, the Company shall, to the extent permitted by applicable Law, afford to Representatives of Trimble reasonable access to the relevant portions of books and records of the Business and the Company Group during normal business hours, upon reasonable notice, in connection with (i) the preparation of financial statements and SEC reporting obligations or (ii) the defense or assertion of claims against third parties (other than the Company Group and its Subsidiaries); provided, however, that (x) the Company Group shall not be required to violate any written confidentiality agreement with a third party to which the Company or its Subsidiaries may be subject in discharging its obligations under this Section 7.1 (provided, that the Borrower Company Group shall not enter into any written confidentiality agreement with a third party which would prohibit the Company from otherwise complying with its obligations under this Section 7.1) and (y) Trimble agrees that any permitted investigation undertaken by Trimble pursuant to the access granted under this Section 7.1 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business by the Company from and after the Closing. Notwithstanding the foregoing, (i) neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.1(e) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any applicable Laws, and (ii) auditors and accountants of the Company or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants.
(f) For six (6) years from the Closing Date, Trimble shall, to the extent permitted by applicable Law, afford to Representatives of the Company reasonable access to the relevant portions of books, records (including employee and personnel records), properties and employees of, or related to, the Business and (to the extent related to the Business) Trimble during normal business hours, upon reasonable notice, in connection with (i) the preparation of financial statements and SEC reporting obligations or (ii) the defense or assertion of claims against third parties (other than Trimble and its Subsidiaries); provided, however, that (x) Trimble shall not be required to pay violate any written confidentiality agreement with a third party to which Trimble or its Subsidiaries may be subject in discharging its obligations under this Section 7.1 and (y) the expenses Company agrees that any permitted investigation undertaken by the Company pursuant to the access granted under this Section 7.1(f) shall be conducted in such a manner as not to unreasonably interfere with ▇▇▇▇▇▇▇’▇ business operations from and after the Closing; provided, further, that Trimble on the one hand and the Company on the other hand shall cooperate in seeking to find a way to allow disclosure of more than one as much of such visit information as is reasonably practicable to the extent doing so would not (in the good faith belief of Trimble) be likely to result in the violation of any such confidentiality obligation. Notwithstanding the foregoing, (i) neither Trimble nor any of its Subsidiaries shall be required to provide access to or disclose information pursuant to this Section 7.1(f) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of Trimble or any of its Subsidiaries or contravene any applicable Laws, and (ii) auditors and accountants of Trimble or any of its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a year unless an Event of Default has occurred customary agreement relating to such access in form and is continuing)substance reasonably acceptable to such auditors or accountants.
(bg) Grant access The Company agrees to hold all the books and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information records of the Borrower Company and not to destroy or dispose of any thereof (subject to the Company’s ordinary course document retention policies) for a period of six (6) years from the Closing Date or such longer time as may be required by applicable Law. Trimble agrees to hold all the books and records relating to the Real Property Assets with respect Business existing on the Closing Date but not transferred to environmental matters upon reasonable notice, the Company and obtain not to destroy or dispose of any third party verification thereof (subject to the Company’s ordinary course document retention policies) for a period of matters six (6) years from the Closing Date or such longer time as may be required by applicable Law. AGCO agrees to hold all the books and records relating to the Release JCA Business or alleged Release the JCA Entities existing on the Closing Date but not transferred to the Company and not to destroy or dispose of Hazardous Materials at any thereof for a period of six (6) years from the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested Closing Date or such longer time as may be required by the Administrative Agent at any time and from time to timeapplicable Law.
Appears in 2 contracts
Sources: Sale and Contribution Agreement (Trimble Inc.), Sale and Contribution Agreement (Agco Corp /De)
Access to Books and Records. (a) Maintain From the date hereof until the Closing Date or the earlier termination of this Agreement, the Sellers shall cause the Company, consistent with applicable Law, to be maintained provide the Purchaser and its authorized representatives with reasonable access at all reasonable times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of upon reasonable advance notice to the financial operations of the Borrower and the Guarantors and provide the Administrative Agentoffices, the Collateral Agent and their respective representatives and advisors reasonable access to all such properties, books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order including all contracts that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representativeshave been terminated or otherwise have expired) of the Borrower Company and its Subsidiaries in order for the GuarantorsPurchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Company (and shall be subject to the terms of any Leases); provided, further, that all requests for access shall be directed to directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇▇▇▇ Middle Market LLC (as representative for the Sellers) or such other person(s) as the Sellers may designate from time to time; and provided, further, that such access shall not extend to any sampling or analysis of soil, groundwater, building materials, indoor air, or other environmental media of the sort generally referred to as a “Phase II” environmental investigation. Neither the Company nor the Sellers makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.02, and neither the Purchaser may rely on the accuracy of any such information, in each case, other than the representations and warranties of the Sellers expressly and specifically set forth in Article V and Article VI, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 8.02 will be used solely for the purpose of verifying effecting the accuracy transactions contemplated hereby, and will be governed by all the terms and conditions of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Confidentiality Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Huntsman International LLC)
Access to Books and Records. From and after the Closing, (a) Maintain or Buyer shall afford, and shall cause its Affiliates (including the Acquired Companies and the Acquired Company Subsidiaries) to be maintained at all times true afford, to Sellers and complete any Affiliates of Sellers, and their respective counsel and accountants and other representatives, during normal business hours, reasonable access to inspect, audit and take copies of the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower Acquired Companies and the Guarantors Acquired Company Subsidiaries with respect to the period prior to the Closing Date and provide (b) Buyer shall cause, and shall cause its Affiliates to cause, its employees to cooperate, to the Administrative Agentfullest extent practicable, the Collateral Agent with Sellers and their respective representatives Affiliates, in each case with respect to the foregoing clauses (a) and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicableb), as well as to the extent that such access may be reasonably required by Sellers or any appraisals Affiliate of Sellers, including the Collateralinvestigation, during regular business hoursdefense, in order that prosecution, litigation and final disposition of any claims (including indemnification claims by Sellers or their Affiliates pursuant to the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower Ohio Casualty Agreement or the Guarantors Zurich Agreement and any matters with respect to the Administrative Agent or the Lenders which Sellers are providing indemnification to any Buyer Indemnified Party pursuant to this Agreement or for otherwise ascertaining compliance any Ancillary Document) that might have been or might be made by or against Sellers or any Affiliate of Sellers in connection with this Agreement; the business of the Acquired Companies and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (includingAcquired Company Subsidiaries. Such cooperation shall include, without limitation, appraisersthe execution of affidavits, appearances, testimony and production of documents pursuant to federal and state criminal and civil subpoenas, depositions, interrogatories and other requests. Buyer shall not, and shall cause its Affiliates not to, dispose of, alter or destroy any such books and records until the later of (i) thereof seven (7) years after the Closing Date, (ii) sixty (60) days after giving written notice to visit Sellers which notice shall permit Sellers, at their expense, to examine, duplicate or repossess such books and records and (iii) the properties of time specified in the Borrower and applicable Insurance Company’s record retention guidelines as in effect on the Guarantors and to conduct examinations of and to monitor date hereof. Notwithstanding the Collateral held by the Collateral Agentforegoing, in each case at the expense of the Borrower (provided, that the Borrower this Section 4.7 shall not be required apply to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) Tax Returns and other similar internal materials covered by Section 9.6. Sellers shall maintain and shall cause their Affiliates to maintain, the confidentiality of any documents or information provided pursuant to this Section 4.7 that are subject to an attorney-client or other legal privilege or subject to an obligation of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release confidentiality or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeprivacy.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Protective Life Insurance Co), Stock Purchase Agreement (Protective Life Corp)
Access to Books and Records. (a) Maintain or After the date of this Agreement until the Closing, and subject to the requirements of applicable Laws, to the extent reasonably practicable Parent shall, and shall cause its Affiliates to, afford to be maintained at all times true Purchaser and complete its Affiliates and Representatives reasonable access, upon reasonable request and notice and solely for purposes of furthering the transactions contemplated by this Agreement, to the facilities, properties, key employees, books and records of the Business (other than with respect to any ▇▇▇▇ Assets or ▇▇▇▇ Liabilities), during normal business hours, consistent with applicable Law and in all material respects accordance with the reasonable procedures established by Parent; provided, that none of Parent or the Transferred Entities shall be required to make available (i) Business Employee personnel files until after the Closing Date (it being understood that any Business Employee personnel files that constitute ▇▇▇▇ Assets will not be transferred to the Transferred Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or other sensitive or personal information if, in each case of clauses (i) and (ii) doing so would violate applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by Parent or the Transferred Entities to the extent (A) any requested books and records of the Business are stored in an offsite archive location pursuant to the ordinary course document storage policies of Parent and its Affiliates; provided that such limitation shall only apply to in-person access of such offsite archive locations and not electronic books and records accessible via the Internet, (B) any applicable law or regulation requires Parent or the Transferred Entities to restrict or otherwise prohibit access to such documents or information or (C) such documents or information are reasonably pertinent to any adverse Action between the Purchaser and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand; provided that (x) in each case, Parent and its Affiliates shall use their respective reasonable best efforts to seek alternative means to disclose or grant access to such information, properties, facilities or records without violating applicable Law and (y) nothing in this Section 5.1(a) shall limit any rights of discovery of Purchaser and its Affiliates. Nothing in this Section 5.1 will be construed to require Parent, the Transferred Entities or any of their Representatives to prepare any reports, analyses, appraisals, opinions or other information. The right of Purchaser and its Representatives to access the facilities and properties of the Business shall include the right to conduct a Phase I Environmental Site Assessment or environmental compliance review; provided, however, that notwithstanding anything to the contrary in this Agreement, Purchaser and its Representatives shall not be entitled to conduct any Phase II Environmental Site Assessment or any other onsite sampling or testing of soil, sediment, surface water, wastewater, air, potable water, ground water or building material, in each case, at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Owned Real Property and the Business Leased Real Property, without the prior written consent of Parent, which consent may be withheld in its sole discretion.
(b) Purchaser agrees that any access granted under Section 5.1(a) shall not interfere unreasonably with the operation of the Business or any other business of Parent or its Affiliates. Purchaser and its Representatives shall not intentionally communicate with any of the employees of Parent or its Affiliates with respect to the Sale without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates shall be required to provide access to or disclose information if, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality, provided, however, that, in each case, Parent and its Affiliates shall use their respective reasonable best efforts to provide alternative means to afford Purchaser, its Affiliates and its Representatives such information and access in a manner consistent with GAAP in all material respects without jeopardizing such privilege or protection or contravening such Laws, contracts or obligations (including by providing redacted documents, restricted access, entry into joint defense agreements or other similar measures).
(c) Subject to the requirements of the financial operations of the Borrower applicable Laws and the Guarantors limitations set forth in Section 5.1(a) and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records Section 5.1(b) (subject to requirements under any confidentiality agreements, if applicablemutatis mutandis), as well as any appraisals of at and after the CollateralClosing, Purchaser shall, and shall cause the Transferred Entities to, afford Parent and its Representatives, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice notice, access to the Borrower, permit books and records of each Transferred Entity and the Administrative Agent, Business to the Collateral Agentextent that such books and records relate to pre-Closing periods, and such access may be reasonably requested for purposes of financial statements, corporate records, tax reporting, any agents investigation by or representatives before a Governmental Entity (includingincluding in connection with the matters covered under Section 5.11) and SEC or other Governmental Entity reporting obligations; provided, further, that access under this Section 5.1(c) may be limited by Purchaser and its Affiliates to the extent (A) any applicable law or regulation requires Purchaser or any of its Affiliates to restrict or otherwise prohibit access to such documents or information; or (B) such documents or information are reasonably pertinent to any adverse Action between the Parent and its Affiliates, on the one hand, and the Purchaser and its Affiliates, on the other hand; provided that (x) in each case, Purchaser and its Affiliates shall use their respective reasonable best efforts to seek alternative means to disclose or grant access to such information or records without limitationviolating any Law and (y) nothing in this Section 5.1 shall limit any rights of discovery of Parent or its Affiliates. Nothing in this Section 5.1 will be construed to require Purchaser or any of its Affiliates or any of their Representatives to prepare any reports, appraisersanalyses, appraisals or opinions.
(d) thereof to visit ▇▇▇▇▇▇ agrees that any access granted under Section 5.1(c) shall not interfere unreasonably with the properties operation of the Borrower Business or any other business of Purchaser or its Affiliates. Parent and its Representatives shall not intentionally communicate with any of the Guarantors and employees of Purchaser or its Affiliates with respect to conduct examinations the Sale without the prior written consent of and Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to monitor the Collateral held by contrary in this Agreement, neither Purchaser nor any of its Affiliates shall be required to provide access to or disclose information if, upon the Collateral Agentadvice of counsel, such access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality; provided, however, that, in each case at case, Purchaser and its Affiliates shall use their respective reasonable best to provide alternative means to afford Parent and its Representatives such information and access to the expense of the Borrower greatest extent possible as may be provided without jeopardizing such privilege or protection or contravening such Laws, contracts or obligations (providedincluding by providing redacted documents, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingrestricted access, entry into joint defense agreements or other similar measures).
(be) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) Except for Tax Returns and other similar internal information documents governed by Section 7.4(c), each of the Borrower parties hereto agrees to hold, and to cause its Affiliates to hold, all the books and records in such parties’ possession of or relating to each Transferred Entity or the Real Property Assets with respect Business existing on the Closing Date and not to environmental matters upon reasonable notice, and obtain destroy or dispose of any third party verification thereof for a period of matters relating to seven (7) years from the Release Closing Date or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested such longer time as may be required by the Administrative Agent at any time and from time to timeLaw.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Allison Transmission Holdings Inc), Stock Purchase Agreement (DANA Inc)
Access to Books and Records. (a) Maintain or cause During the period from the date hereof to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects the earlier of the financial operations date of termination of this Agreement pursuant to Section 10.1 or the Closing Date, the Company shall (i) give the Purchaser Parties and their respective authorized representatives reasonable access to all books, records, personnel, offices and other facilities and properties of the Borrower Acquired Companies, (ii) permit the Purchaser Parties and their respective authorized representatives to make such copies and inspections thereof as the Guarantors Purchaser Parties and provide such representatives may reasonably request, and (iii) cause the Administrative Agent, officers and employees of the Collateral Agent Acquired Companies to (A) furnish the Purchaser Parties and their respective representatives with such financial and advisors reasonable access operating data and other information with respect to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals the business of the Collateral, during regular business hours, in order that Acquired Companies as the Administrative Agent Purchaser Parties and such representatives may from time to time reasonably request and (B) otherwise cooperate with the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent Purchaser Parties and their respective representatives in their investigation; provided, that any such access, copies and advisors inspections shall be at the Purchaser Parties’ expense, at a reasonable time, and in such a manner as to confer maintain the confidentiality of this Agreement and the Transactions and not to interfere with the officers normal operation of the Borrower business of the Acquired Companies. Notwithstanding the foregoing, Purchaser and its Affiliates, directly or indirectly through their respective representatives, shall not contact customers, suppliers, employees or other stakeholders or business partners (other than the Guarantors and representatives (provided that the Borrower shall be given the right to participate Sellers’ Representative in such discussions with such representativesits capacity as such) of the Borrower and Acquired Companies without the Guarantors, all for the purpose of verifying the accuracy express written consent of the various reports delivered by the Borrower Company (which consent shall not be unreasonably withheld, conditioned or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreementdelayed); and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that Purchaser and its Affiliates, to the Borrower shall not be required to pay the expenses of more than one extent they have independent relations with any such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information third parties as of the Borrower relating date hereof, may continue to have contact with such third parties in the normal course of business consistent with past practice. Nothing herein shall require Sellers or the Acquired Companies to disclose any information to Purchaser if such disclosure would, based on the advice of the Sellers’ or the Company’s legal counsel, (x) jeopardize any attorney-client or other legal privilege, (y) contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the Real Property Assets with respect date of this Agreement (including any confidentiality agreement to environmental matters upon reasonable noticewhich Sellers, and obtain the Acquired Companies or any third party verification of matters relating their respective Affiliates are a party) or (z) contravene any obligation of secrecy or confidentiality to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeGovernmental Entity.
Appears in 2 contracts
Sources: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)
Access to Books and Records. (a) Maintain Seller shall use commercially reasonable efforts to deliver, or cause to be maintained at delivered, to Purchaser, within forty-five (45) days after the Closing Date, all times true material files, books, records, information and complete data relating to the Business that are in the possession or control of the Seller Group; provided that such access shall not be construed to require the disclosure of records that would cause the waiver of any attorney-client, work product or like privilege; provided, further that in the event of any litigation nothing herein shall limit any Party’s rights of discovery under applicable Law.
(b) Seller shall (and shall cause the members of the Alkali Group to), to the extent permitted by applicable Law, afford to representatives of Purchaser reasonable access to (i) from and after the date of this Agreement to the date that is five (5) years from the Closing Date, the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations members of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access Alkali Group not delivered to all such books and records (subject to requirements Purchaser under any confidentiality agreementsSection 6.1(a), if applicable, and (ii) from and after the date of this Agreement to the Closing Date, with Seller’s prior written consent (not to be unreasonably withheld), as well as any appraisals the assets, employees of the CollateralAlkali Group, during regular business hoursproperties, in order that the Administrative Agent facilities, data and the Collateral Agent may upon reasonable prior notice such additional financial and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals operating data (and other papersinformation regarding the Alkali Group (or true, accurate and permit the Administrative Agent, the Collateral Agent and their respective complete copies thereof) as Purchaser or such representatives and advisors may reasonably request from time to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representativestime) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy members of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time Alkali Group, in each case, during regular normal business hours, upon reasonable notice and in accordance with reasonable procedures established by Seller; provided, however, that (A) neither the Seller nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party to which Seller or such member of the Alkali Group, respectively, may be subject in discharging its obligations pursuant to Section 6.1(a); (B) Seller shall make available, or cause the members of the Alkali Group to make available, the personnel files of the employees of the Alkali Group only after the Closing Date; (C) prior to the BorrowerClosing Date, permit Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, or under the Administrative AgentReal Property or within any facility on the Real Property and (D) neither the Seller nor any member of the Alkali Group shall be required to conduct, or assist the Purchaser in conducting, any physical count of inventory.
(c) Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 6.1(b) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by the members of the Alkali Group, and Purchaser and its representatives shall not communicate with any of the directors, officers or other employees of Seller or the members of the Alkali Group (other than in the ordinary course of business not related to the Sale and, subject to the restrictions of Section 6.1(b), the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties employees of the Borrower and Alkali Group) without the Guarantors and to conduct examinations prior written consent of and to monitor the Collateral held by the Collateral AgentSeller, in each case at the expense of the Borrower (provided, that the Borrower which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any member of the Alkali Group shall be required to pay provide access to or disclose information where, upon the expenses advice of more than one counsel, such visit access or disclosure would or would reasonably be expected to result in the loss of the attorney-client privilege of such party (provided that such information may be provided to Purchaser’s counsel on a year unless an Event of Default has occurred and is continuing)counsel only basis) or contravene any applicable Laws.
(bd) Grant access to At and after the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating Closing to the Real Property Assets with respect to environmental matters date that is five (5) years from the Closing Date, Purchaser shall, and shall cause its Subsidiaries to, afford Seller and its representatives, during normal business hours, upon reasonable notice, access to the books, records (excluding employee and obtain personnel records), properties and employees of each member of the Alkali Group, solely to the extent relating to events, occurrences or facts arising at or prior to the Closing, as may be reasonably requested by Seller, including in connection with financial statements, Taxes and SEC reporting obligations, in each case, during normal business hours, upon reasonable notice and in accordance with reasonable procedures established by Purchaser and its Subsidiaries; provided, however, that nothing in this Agreement shall limit Seller’s rights of discovery; provided further, however, that (i) neither Purchaser nor any member of the Alkali Group shall be required to violate any written confidentiality agreement with a third party verification to which Purchaser or such member of matters relating the Alkali Group, respectively, may be subject in discharging its obligations pursuant to this Section 6.1(d), (ii) Seller agrees that any permitted investigation undertaken by Seller pursuant to the Release access granted under this Section 6.1(d) shall be conducted in such a manner as not to interfere unreasonably with the members of the Alkali Group from and after the Closing, (iii) Seller shall not conduct any sampling of soil, sediment, surface water, ground water or alleged Release of Hazardous Materials at building material at, on, or under the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of or within any facility on the Real Property Assetsand (iv) reasonably requested neither Purchaser nor any member of the Alkali Group shall be required to conduct, or assist Seller in conducting, any physical count of inventory. Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that, subject to Section 6.2, Seller may retain copies of any books and records, Contracts or any other documents or materials transferred to Purchaser as part of the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, neither Purchaser nor any member of the Purchaser Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would result in the loss of the attorney-client privilege of such party (provided that such information may be provided to Seller’s counsel on a counsel only basis) or contravene any applicable Laws.
(e) Each Party agrees to hold all the books and records of each member of the Alkali Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and prior thereto, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to the Administrative Agent at any time and from time to timeother Party.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Genesis Energy Lp), Stock Purchase Agreement (Tronox LTD)
Access to Books and Records. From and after the Closing, for a period of seven years, each Party (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agentsuch capacity, the Collateral Agent “Granting Party”) shall, and their respective representatives shall cause its Affiliates to, grant the other Party (in such capacity, the “Accessing Party”) and advisors reasonable access to all such books its Affiliates and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateralauthorized Representatives access, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice and at the Accessing Party’s sole expense, to (i) the books and records (for the purpose of examining and copying) of the Group Companies to the Borrower, permit extent related to the Administrative Agent, Business with respect to periods or occurrences prior to or on the Collateral Agent, Closing Date and any agents or representatives (including, without limitation, appraisersii) thereof to visit the properties employees of the Borrower Granting Party and the Guarantors its Subsidiaries for purposes of better understanding such books and to conduct examinations of and to monitor the Collateral held by the Collateral Agentrecords, in each case at only (A) to the expense extent necessary for the Accessing Party to comply with applicable Law, for tax or accounting purposes, to respond to a request, investigation, inquiry or examination from any regulatory authority or to comply with or perform obligations under this Agreement or any Ancillary Agreement or (B) in connection with a dispute, action, suit, proceeding or litigation brought by a third party against the Accessing Party or its Affiliates; provided that the Accessing Party and its Affiliates and authorized Representatives shall conduct any such activities in a manner that does not unreasonably interfere with the business or operations of the Borrower (Granting Party or its Affiliates; provided, further, that in connection with litigation to which Seller or any of its Affiliates, on the Borrower one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties, the Granting Party shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant provide access to and any such books, records or employees pursuant to this Section 6.7. Unless otherwise consented to in writing by any Accessing Party, no Granting Party shall, nor shall it permit its Affiliates to, for a period of seven years following the right to inspect all final reportsClosing Date, final audits (and draft reports and audits where no final reports destroy, alter or audits are available) and other similar internal information otherwise dispose of any of the Borrower relating books and records of the Group Companies for any period prior to the Real Property Assets with respect to environmental matters upon Closing Date without first giving reasonable notice, and obtain any third party verification of matters relating prior written notice to the Release Accessing Party and offering to surrender to the Accessing Party such books and records or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect any portion thereof that are intended to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timebe destroyed, altered or disposed of.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Standard Biotools Inc.), Stock Purchase Agreement (Illumina, Inc.)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower and the Guarantors Guarantors; and provide the Lender Parties and their representatives (which shall coordinate through the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) (i) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lender Parties may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties condition of the Borrower and the Guarantors with the officers and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense independent accountants of the Borrower (provided, Borrower; provided that the Borrower shall not have the right to be required to pay the expenses of more than one present at any such visit a year unless an Event of Default has occurred or inspection and is continuing).
(bii) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower and the Guarantors relating to the Real Property Assets with respect to environmental matters upon reasonable advance notice; provided that, excluding such visits and obtain any third party verification inspections during the continuation of matters relating to the Release or alleged Release an Event of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters Default, (for matters that would impact the value of the Real Property Assetsx) reasonably requested by only the Administrative Agent on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.01(f); (y) the Administrative Agent shall not exercise such rights more often than one time during any calendar year and (z) only one such time per calendar year shall be at the expense of the Borrower; provide, further that when an Event of Default exists, the Administrative Agent (or any time of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrower during normal business hours and from time upon reasonable advance notice; provided, further that, notwithstanding anything to timethe contrary herein, neither the Borrower nor any Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from, or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable law or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Dana Inc), Revolving Credit and Guaranty Agreement (Dana Inc)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one (1) time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the GuarantorsBorrower, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by (other than with respect to all of the Collateral AgentAircraft Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply), in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one (1) such visit a year unless an Event of Default has occurred and is continuing).
; provided, however, that (a) any such inspection of Collateral (i) shall be limited to the Aircraft Collateral, (ii) shall be a visual, walk-around inspection and (iii) may not include opening any panels, bays or the like and (b) Grant access to and no exercise of any inspection rights provided for in this Section 5.07 shall interfere with the right to inspect all final reportsnormal operation or maintenance of any Aircraft by, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to business of, the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeBorrower.
Appears in 2 contracts
Sources: Credit Agreement (Delta Air Lines, Inc.), Credit Agreement (Delta Air Lines, Inc.)
Access to Books and Records. (ai) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower Borrowers and the Guarantors Guarantors; and provide the Administrative Agent, the Collateral Agent Lenders and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hourshours upon reasonable advance notice, in order that the Administrative Agent and the Collateral Agent Lenders may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower Borrowers or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this AgreementAgreement and to discuss the affairs, finances and condition of the Borrowers and the Guarantors with the officers and independent accountants of the Borrowers; provided that the Borrowers shall have the right to be present at any such visit or inspection.
(ii) Grant the Lenders access to and at the right to inspect all reports, audits and other internal information of the Borrowers and the Guarantors relating to environmental matters upon reasonable advance notice, but subject to appropriate limitations so as to preserve attorney-client privilege.
(iii) At any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrowernotice, permit the Administrative AgentLenders and/or any representatives designated by the Lenders (including any consultants, accountants, lawyers and appraisers retained by the Collateral Agent, and any agents or representatives (including, without limitation, appraisersLenders) thereof to visit the properties of the Borrower Borrowers and the Guarantors and to conduct examinations of evaluations, appraisals, environmental assessments and to monitor ongoing maintenance and monitoring in connection with the Collateral held by the Collateral Agent, in each case at the expense and all related systems; provided that representatives of the Borrower (provided, that Borrowers shall have the Borrower shall not right to be required to pay the expenses of more than one present at any such visit a year and, unless an Event of Default has occurred and is continuing), such visits permitted under this clause (iii) shall be made no more frequently than once in any three-month period.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (AbitibiBowater Inc.), Credit Agreement (AbitibiBowater Inc.)
Access to Books and Records. From and after the Effective Time until the six (a6) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects year anniversary of the financial operations of Closing Date, the Borrower Parent shall, and shall cause the Guarantors and Surviving Company to, provide the Administrative Agent, the Collateral Agent Seller Representative and their respective representatives and advisors its authorized Representatives with reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying examining and copying at the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time Seller Representative’s own cost), during regular normal business hours, upon reasonable notice, to the books and records which the Group Companies possess as of the Effective Time with respect to periods or occurrences prior to or on the Closing Date to the extent reasonably related to any Tax audits, Tax Returns, insurance claims, governmental investigations, legal compliance, financial statement preparation or any other similar matter arising from the Common Stockholders’ ownership of the Company prior to the Merger Closing. Unless otherwise consented to in writing by the Seller Representative, the Parent shall not, and shall not permit the Surviving Company or any of its Subsidiaries to, for a period of six (6) years following the Closing Date, destroy or delete any of the books and records of any Group Company for any period prior to the Closing Date without first giving reasonable prior notice to the Borrower, permit Seller Representative and offering to surrender to the Administrative AgentSeller Representative a copy of such books and records or any portion thereof which the Parent, the Collateral AgentSurviving Company or any of its Subsidiaries may intend to destroy or delete. Notwithstanding anything to the contrary set forth in this Agreement, and the disclosure of information contemplated by this Section 7.01 shall not be required if (i) it would require Parent or any agents or representatives (including, without limitation, appraisers) thereof Group Company to visit disclose information which Parent has reasonably determined upon the properties advice of counsel could result in the loss of the Borrower and the Guarantors and ability to conduct examinations successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which Parent or any of and to monitor the Collateral held by the Collateral Agentits Affiliates is bound, in each case at the expense of the Borrower (or would violate any applicable Law, provided, that the Borrower Parent and the Group Companies shall not be required reasonably cooperate in good faith to pay enable the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant Seller Representative to have permissible access to such information in a manner that would not result in loss of such privilege, conflict with such confidentiality obligations or violation of the Law, and in the case of confidentiality obligations to a third party, shall request the consent of the applicable third party to permit such disclosure, in each case, at the Seller Representative’s sole cost and expense, or (ii) the Parent, the Group Companies or any of its or their respective Affiliates, on the one hand, and the right Seller Representative, any Securityholder or any of their respective Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto. Any access to inspect all final reportsbooks, final audits (and draft reports and audits where no final reports records or audits are available) and other similar internal information personnel of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested Group Companies by the Administrative Agent at Seller Representative in connection with the Closing Statement or any time and from time to timedispute thereof shall be exclusively governed by Section 1.11.
Appears in 2 contracts
Sources: Transaction Agreement (Fortive Corp), Transaction Agreement
Access to Books and Records. (a) Maintain or cause Seller recognizes that certain historical and other information to be maintained at all times true retained by Seller and complete books the Seller Entities may be needed by Buyer and records its Affiliates in all material respects in a manner consistent connection with GAAP in all material respects the operation of the Business after Closing (including for litigation, threatened litigation, Tax and financial operations of audits and other similar purposes). Following the Borrower Closing, Seller shall (and the Guarantors shall cause each other Seller Entity to) grant to Buyer and provide the Administrative Agent, the Collateral Agent its representatives access and their respective representatives and advisors reasonable access assistance with respect to all such books and records (subject to requirements under any reasonable privilege or confidentiality agreements, if applicableconsiderations), as well as any appraisals of the Collateralduring normal business hours and under reasonable circumstances, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reportsmake copies of, final audits any Books and Records related to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities which have been retained by such Seller Entity as may be necessary or useful in connection with the conduct of the Business. If within five (5) years after the Closing, a Seller Entity or any of its Affiliates elects to dispose of any such records, such Seller Entity or applicable Affiliate shall first give Buyer sixty (60) days’ prior written notice, during which period Buyer shall have the right to obtain such records without further consideration. Following the Closing, Buyer shall (and draft reports shall cause its Affiliates to) grant to Seller and audits where no final reports or audits are available) its representatives access and other similar internal information of the Borrower relating to the Real Property Assets assistance with respect to environmental matters upon (subject to any reasonable privilege or confidentiality considerations), during normal business hours and under reasonable circumstances, and the right to make copies of, any Books and Records related to the Business, the Acquired Companies, the Acquired Assets or the Assumed Liabilities in the possession of Buyer and its Affiliates to the extent such records are reasonably necessary for Seller to prepare and file its Tax Returns, defend Tax audits, defend against third party claims, or provide or disclose information in response to a requirement or request of any Governmental Body or securities exchange or market or for any other reasonable purpose. If within five (5) years after the Closing, Buyer or any of its Affiliates elects to dispose of any such records, Buyer or its applicable Affiliate shall first give Seller sixty (60) days’ prior written notice, and during which period Seller shall have the right to obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timesuch records without further consideration.
Appears in 2 contracts
Sources: Purchase Agreement (Cree Inc), Purchase Agreement (Cree Inc)
Access to Books and Records. Subject to Section 7.05, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all books and records of the Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) Maintain in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company and (b) the Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be maintained at all times true and complete books and records reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information which it has reasonably determined upon the advice of counsel could result in all material respects in a manner consistent with GAAP in all material respects the loss of the financial operations of the Borrower and the Guarantors and provide the Administrative Agentability to successfully assert attorney-client privilege or attorney work-product privilege, the Collateral Agent and their respective representatives and advisors reasonable access conflict with any third party confidentiality obligations to all such books and records (subject to requirements under which any confidentiality agreementsGroup Company is bound, if applicable), as well as or would violate any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreementapplicable Law; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Group Companies shall not be required reasonably cooperate in good faith to pay enable the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant Parent to have permissible access to and the right to inspect all final reportssuch information in a manner that would not result in loss of such privilege, final audits (and draft reports and audits where no final reports conflict with such confidentiality obligations or audits are available) and other similar internal information violation of the Borrower relating Law and, in the case of confidentiality obligations to the Real Property Assets with respect to environmental matters upon reasonable noticea third party, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably if requested by the Administrative Agent Parent, shall use reasonable efforts to secure applicable consents of the applicable third party to permit such disclosure, in each case, at any time the Parent’s sole cost and from time to timeexpense. The Parent and the Merger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and certain other parties, dated January 17, 2018 (the “Confidentiality Agreement”).
Appears in 2 contracts
Sources: Transaction Agreement (Fortive Corp), Transaction Agreement
Access to Books and Records. (a) Maintain The Seller agrees to cooperate with the Buyer and make available to the Buyer, and permit the Buyer to make copies of, all books and records of the Seller relating to the VECTRA Waste Business which are not delivered to the Buyer pursuant to this Agreement (including, but not limited to, correspondence, memoranda, books of account and the like) and relating to (i) events occurring prior to the Closing and relating to the VECTRA Waste Business and (ii) transactions or events occurring subsequent to the Closing which are related to or arise out of transactions or events occurring prior to the Closing and relating to the VECTRA Waste Business.
(b) The Buyer agrees to cooperate with the Seller and to make available to the Seller, and permit the Seller to make copies of, such documents, books, records or information relating to the Acquired Waste Business Assets or the VECTRA Waste Business prior to the Closing as the Seller may reasonably require after the Closing in connection with any tax determination, matter or claim or contractual obligations to third parties, or to defend or prepare for the defense of any claim against the Seller or to prosecute or prepare for the prosecution of claims against third parties by the Seller relating to the conduct by the Seller of the VECTRA Waste Business or in connection with any governmental investigation of the Seller.
(c) The Buyer and the Seller will each direct its employees to render any assistance which the other party may reasonably request in examining or utilizing records referred to in this Section 7.5, provided that each party shall be reimbursed by the other for any out-of-pocket expenses which it may incur in rendering the services provided for in this Section 7.5. In addition, to the extent that any records referred to in this Section 7.5 retained by the Seller and any records referred to in this Section 7.5 transferred to the Buyer are located in the same third-party storage facilities, the Buyer and the Seller shall enter into mutually acceptable arrangements regarding the sharing of costs, security procedures and similar matters. In addition, to the extent that either the Buyer or the Seller concludes at any time more than sixty (60) days after the Closing Date in its reasonable judgment that its personnel have been devoting significantly more time providing the services referred to in paragraph (a) or paragraph (b) above than the personnel of the other party, the Buyer and the Seller will agree on mutually acceptable reimbursement provisions to reflect such disparity.
(d) The Buyer and the Seller each agrees to preserve and protect all books, records, files and data referred to in Section 1.1(j), paragraph (a) above or paragraph (b) above for a period of two (2) years after the Closing Date. During such period the Buyer and the Seller will not destroy any such records without giving at least thirty (30) days' notice to the other party. Upon receipt of such notice, such other party may (i) cause to be maintained delivered to it the records intended to be destroyed, at all times true such other party's expense or (ii) notify the first party that such other party will pay the cost of storing and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all maintaining such books and records (subject including any necessary costs of moving such books and records to requirements a location under any confidentiality agreements, if applicable), as well as any appraisals control of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingparty).
(be) Grant access The Seller will keep all information referred to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets in this Section 7.5 confidential in accordance with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeSection 10.1.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Vectra Technologies Inc), Asset Purchase Agreement (Molten Metal Technology Inc /De/)
Access to Books and Records. (a) Maintain The Ceding Company shall maintain the Books and Records (a) in accordance with any and all Applicable Law and (b) with a degree of care and diligence similar to that used for its other businesses for its own account and in accordance with its internal record retention procedures and policies of its other businesses. The Reinsurer and its Representatives shall have the right to inspect, audit and make copies of, not more than once per calendar year (or cause (i) in the event the Ceding Company is in breach of its obligations under Article VII, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects the Ceding Company of the financial alleged breach, together with reasonable supporting detail in respect thereof and (ii) with respect to the Reinsurer’s right to audit and inspect the Ceding Company’s compliance with Section 2.09, not more than twice per calendar year (but in the event the Ceding Company is in breach of its obligations under Section 2.09, not more than once per calendar quarter, upon delivery of notice from the Reinsurer to the Ceding Company of the alleged breach, together with reasonable supporting detail in respect thereof)), at reasonable times and upon reasonable prior notice, the Books and Records in the possession, custody or control of the Ceding Company, its Affiliates and its or their respective Representatives and access to appropriate personnel of the Ceding Company, its Affiliates and its and their Representatives; provided, however, that such access shall not unreasonably interfere with the business and operations of the Borrower Ceding Company. The Reinsurer shall bear its own expenses in connection with such access and shall promptly reimburse the Guarantors Ceding Company for any reasonable out-of-pocket expenses incurred by the Ceding Company in connection with such access by the Reinsurer and provide its Representatives. Without limiting the Administrative Agentforegoing, at least once annually upon the Collateral Agent Reinsurer’s request the Ceding Company will hold servicing and their respective representatives and advisors reasonable access administration review calls with the Reinsurer to all such books and records discuss material issues (subject if any) that have arisen with respect to requirements under any confidentiality agreements, if applicable), as well as any appraisals the servicing of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Reinsured Policies.
(b) Grant access Notwithstanding anything herein to the contrary, the Ceding Company shall not be obligated to make available to the Reinsurer any original papers or other books, records or documents to the extent that the Ceding Company determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract or jeopardize the protection of an attorney-client privilege; it being understood that the Ceding Company shall use commercially reasonable efforts to enable such information to be made available to the Reinsurer (including redacting information) without contravening such Applicable Law or contract or jeopardizing such privilege.
(c) The Reinsurer shall not use any information obtained pursuant to this Section 6.02 for any purpose not relating to this Agreement, the Trust Agreement, the Master Transaction Agreement, the amended and the right to inspect all final reportsrestated letter agreement, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information dated as of the Borrower relating to date hereof, by and between the Real Property Assets with respect to environmental matters upon reasonable notice, Reinsurer and obtain any third party verification of matters relating to Provident Life and Casualty Insurance Company or the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timereinsurance provided hereunder.
Appears in 2 contracts
Sources: Reinsurance Agreement (Unum Group), Reinsurance Agreement (Unum Group)
Access to Books and Records. Section 6.1 With respect to each AD Project or Project Commitment, The EPC Parties shall (a) Maintain advise Cargill in writing, sometime within the last week of each month, of any (i) AD Project they or cause any of their Affiliates are pursuing; (ii) Project Commitments they or any of their Affiliates enter into with respect to be maintained at an AD Project, (iii) the number of Greenhouse Gas Reduction Certificates resulting from or issued based upon any AD Project; and (b) provide Cargill with reasonable access (during normal business hours), following receipt of reasonable notice of its wish to do so, to all times true and complete their books and records in relating to any AD Project to allow Cargill to verify the foregoing. The EPC Parties shall retain all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records regarding AD Projects for five (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals 5) years from the completion of the Collateralproject to which they pertain. For the avoidance of doubt, during regular it is agreed that neither of the EPC Parties nor any of its Affiliates shall be obliged to provide any of information or access to books and records provided for in this Section save in respect of the activities of the EPC Parties in relation to AD Projects or activities or operations flowing therefrom. There shall be no obligation to provide any information or access to business hoursrecords in relation to the activities of any business division or unit of the EPC Parties or that of any of Affiliates of the EPC Parties.
Section 6.2 For each AD Project as to which the EPC Parties elect to have Cargill commercialize the Eligible Certificates, Cargill shall (a) advise the EPC Parties in order that writing, sometime within the Administrative Agent and last week of each month, of any mandate, contract or agreement which Cargill enters into with respect to the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event commercialization of Default has occurred and is continuing, no more than one time per year, examine and make abstracts such certificates from such books, accounts, records, appraisals and other papersan AD Project, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant provide the EPC Parties with reasonable access (during normal business hours), following receipt of reasonable notice of its wish to do so, to all the books and records of Cargill relating to any AD Project to allow the EPC Parties to verify the foregoing. Cargill shall retain the books and records of Cargill relating to AD Projects for five (5) years from the completion of the project to which they pertain. For the avoidance of doubt, it is agreed that neither Cargill nor any of its Affiliates shall be obliged to provide any of information or access to books and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information records provided for in this Section save in respect of the Borrower relating activities of Cargill in relation to AD Projects. There shall be no obligation to provide any information or access to business records in relation to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain activities of any third party verification other business division or unit of matters relating to the Release Cargill or alleged Release that of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements any of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeCargill Affiliates.
Appears in 2 contracts
Sources: Business Development Agreement, Business Development Agreement (Environmental Power Corp)
Access to Books and Records. (a) Maintain or After the date of this Agreement, Parent shall, and shall cause its Subsidiaries to, afford to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects representatives of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralPurchaser, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice notice, reasonable access to the Borrowerbooks, permit records, properties and employees of, prior to the Administrative AgentClosing, the Collateral AgentTransferred Companies and their respective Subsidiaries and, prior to and at and after the Closing (with respect to the Business), Parent and its Subsidiaries (other than the Transferred Companies and their respective Subsidiaries) consistent with applicable Law and in accordance with the procedures established by Parent; provided, however, that nothing in this Agreement shall limit Purchaser’s rights of discovery. Any information provided to Purchaser or its representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall, prior to Closing, be held by Purchaser and its representatives in accordance with, shall be considered “Confidential Information” under, and any agents or representatives (includingshall be subject to the terms of, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Confidentiality Agreements.
(b) Grant access to At and after the right to inspect all final reportsClosing, final audits (Purchaser shall, and draft reports shall cause its Subsidiaries to, afford Parent and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters its representatives, during normal business hours, upon reasonable notice, and obtain any third party verification of matters relating full access to the Release or alleged Release books, records, properties and employees of Hazardous Materials at each Transferred Company and its Subsidiaries to the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters extent that would impact the value of the Real Property Assets) such access may be reasonably requested by Parent consistent with applicable Law and in accordance with procedures established by Purchaser, including in connection with financial statements and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit any of Parent’s rights of discovery. Parent agrees that it will and will cause its Subsidiaries to hold, and will use reasonable best efforts to cause its and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless and only to the Administrative Agent extent legally required to disclose (and in any such case, Parent shall, prior to disclosing such information, give prompt notice to Purchaser in order that it may seek a protective order or other appropriate remedy and reasonably cooperate, at Purchaser’s expense, with Purchaser in seeking to obtain such order or remedy), all confidential documents and information concerning any Transferred Company or the Business provided to it pursuant to this Section 5.1(b) or otherwise in any of their possession, except to the extent that such information (i) is or becomes generally available to the public other than as a result of disclosure by Parent or its Subsidiaries, or its or their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents in violation of the confidentiality obligations set forth in this Section 5.1(b), (ii) becomes available to Parent or its Subsidiaries on a non-confidential basis from sources other than Purchaser or any Transferred Company or (iii) is independently developed by Parent or any of its Subsidiaries on its own behalf without use of any of the confidential information and without violating any of Parent’s obligations under this Section 5.1(b).
(c) The parties to this Agreement agree to hold all the books and records of each Transferred Company and its Subsidiaries existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and from time thereafter, if either party desires to timedestroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to the other party.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Home Depot Inc), Purchase and Sale Agreement (HSI IP, Inc.)
Access to Books and Records. (ai) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent accordance with GAAP in all material respects of the financial operations of the Borrower Borrowers and the Guarantors Guarantors; and, upon reasonable advance notice, provide the Lender Parties and provide their representatives (coordinated by the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable ) access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order hours (provided that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no such visits shall be limited to, and the Borrowers shall not be required to pay the expenses of the Lender Parties for more than than, one time visit per calendar year), in order that the Lender Parties (coordinated by the Administrative Agent) may examine and make abstracts from such books, accounts, records, appraisals records and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower Borrowers or the Guarantors to the Administrative any Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Agreement and at any reasonable time to discuss the affairs, finances and from time to time during regular business hours, upon reasonable notice to condition of the Borrower, permit Borrowers and the Guarantors with the officers and independent accountants of the Borrowers.
(ii) Grant the Lender Parties (coordinated by the Administrative Agent) reasonable access to and the right to inspect all reports, the Collateral Agent, audits and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties other internal information of the Borrower Borrowers and the Guarantors relating to environmental matters upon reasonable written notice (provided that so long as no Event of Default has occurred and to conduct examinations of is continuing, such inspections shall be limited to, and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Borrowers shall not be required to pay the expenses of the Lender for more than than, one such inspection per calendar year).
(iii) At any reasonable time during regular business hours, upon reasonable notice, permit the Initial Lenders and/or any representatives designated by the Initial Lenders (including any consultants, accountants, lawyers and appraisers retained by the Initial Lenders), in each case coordinated by the Administrative Agent, to visit a year unless an the properties of the Borrowers and the Guarantors (provided that so long as no Event of Default has occurred and is continuing), such visits shall be limited to one visit per calendar year) to conduct evaluations, appraisals, environmental compliance reviews and ongoing maintenance and monitoring in connection with the Borrowers’ computation of the Borrowing Base and the assets included in the Borrowing Base and such other assets and properties of the Borrowers or their Subsidiaries as the Initial Lenders may require, and to monitor, examine and audit the Collateral and all related systems.
(biv) Grant access to Permit third-party appraisals of Inventory and field audits and examinations of Receivables and Inventory; provided that such third-party appraisals may be conducted (A) at the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information reasonable request of the Borrower relating Administrative Agent, at any time during the continuance of an Event of Default, (B) except as otherwise provided in clause (A) above, if Availability shall have become and continue to be less than the Real Property Assets with respect to environmental matters upon reasonable notice, greater of (x) $40,000,000 and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value y) 15% of the Real Property Assetsaggregate Revolving Credit Commitments then outstanding at such time, no more than three times per calendar year (provided that no such field audit and examination and appraisal shall be required under this clause (B) reasonably requested unless 120 days have elapsed since the most recent field audit and examination and appraisal conducted by the Administrative Agent at any time and/or a third party and from time Availability continues to timebe less than the minimum amount described in this clause (B)) and (C) except as otherwise provided in clauses (A) and (B) above, no more than twice per calendar year.
Appears in 2 contracts
Sources: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP), Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Access to Books and Records. Subject to Section 8.07, from the date hereof until the Closing Date, the Company shall provide the Purchaser and its authorized representatives (athe “Purchaser’s Representatives”) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors Debt Financing Source Related Parties with reasonable access to all such books during normal business hours and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, permit the Administrative Agentproperties, the Collateral Agentsenior personnel, books and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties records of the Borrower Company and its Subsidiaries in order for the Guarantors and Purchaser to conduct examinations of and have the opportunity to monitor the Collateral held by the Collateral Agent, in each case at the expense make such investigation as it shall reasonably desire of the Borrower affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (provideda) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (c) nothing herein shall require the right Company to inspect all final reportsprovide access to, final audits or to disclose any information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to (and draft reports and audits where no final reports i) cause significant competitive harm to the Company or audits its Subsidiaries if the transactions contemplated by this Agreement are availablenot consummated, (ii) waive any legal privilege, or (iii) be in violation of applicable Law (including the HSR Act and other similar internal information antitrust Laws). The Purchaser acknowledges that the Purchaser is and remains bound by that certain Confidentiality Agreement, dated as of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable noticeApril 21, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters 2015 (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and as amended from time to time, the “Confidentiality Agreement”), by and between Purchaser and GTCR LLC (“GTCR”). The information provided pursuant to this Section 7.02 will be used solely for the purpose of effecting the transactions contemplated by this Agreement, and will be governed by all the terms and conditions of the Confidentiality Agreement.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Amag Pharmaceuticals Inc.)
Access to Books and Records. (a) Maintain From the date hereof until the Closing or cause the earlier termination of this Agreement, subject to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of Section 7.1, the financial operations of the Borrower and the Guarantors and Acquired Companies shall provide the Administrative Agent, Purchaser and its authorized representatives (the Collateral Agent and their respective representatives and advisors “Purchaser’s Representatives”) with commercially reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateralaccess, during regular normal business hours, in order that the Administrative Agent hours and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets offices, properties, personnel, books and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value records of the Real Property AssetsAcquired Companies in order for the Purchaser to effect a smooth transition of the Company to the Purchaser; provided, however, that (a) reasonably requested such access shall not unreasonably interfere with the business operations of the Acquired Companies and (b) nothing herein shall require the Acquired Companies to provide access to, or to disclose any information to, the Purchaser or any of Purchaser’s Representatives if such access or disclosure, in the good faith reasonable belief of the Acquired Companies, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Body (including competition laws) or the provisions of any agreement to which any of the Acquired Companies is party. The Purchaser acknowledges that it remains bound by the Administrative Agent at Confidentiality Agreement, dated as of April 21, 2016, for the benefit of the Acquired Companies (the “Confidentiality Agreement”); provided, however, that the Purchaser and the Purchaser’s Representatives may provide certain required information about the Acquired Companies in filings with the U.S. Securities and Exchange Commission to the extent required in connection with the Transaction, under the Securities Act or otherwise. Except as set forth in the proviso to the prior sentence, all information provided or obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate automatically, without any time action by any party, upon the Closing. In the event of a conflict or inconsistency between the terms hereof and from time to timethe Confidentiality Agreement, the terms hereof will govern.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)
Access to Books and Records. (a) Maintain Pre-Closing Access to Purchaser. From the date hereof until the Closing or the earlier termination of this Agreement, Seller shall cause the Company, consistent with applicable Law, to be maintained provide Purchaser and its authorized representatives with reasonable access at all reasonable times true and complete upon reasonable advance notice to the offices, properties, personnel, books and records of Seller and its Affiliates (other than the Company) (solely in respect of the Business Employees and the Transferred Liabilities) and the Company to the extent reasonably necessary to consummate the Transaction or to prepare to operate the Business following the Closing, in each case so long as such access is permissible under applicable Law and does not jeopardize the health and safety of any employee of Seller and its Affiliates (including the Company); provided, that such access does not unreasonably interfere with the normal operations of Seller, its Affiliates, the Company and the Business and that such access to any assets located on property owned by third parties shall be subject to the Parties’ obtaining consent from such third parties; provided, further, that all material respects requests for access shall be directed to and (as representatives for the Business) or such other person(s) as Seller may designate from time to time (the “Authorized Representatives”); and provided, further, that such access shall not extend to any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information, (iii) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided, that Seller shall, and shall cause the Company to use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner consistent with GAAP that does not waive or violate such privilege) or (iv) any information that is pertinent or reasonably likely to be pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties (without limiting any right to discovery). Notwithstanding anything to the contrary in all material respects this Agreement, none of Seller or any of its Affiliates, including the financial operations of Company, shall be required to provide any access or disclose any information to Purchaser if such access or disclosure would, in Seller’s sole discretion, (A) jeopardize any attorney-client or other legal privilege (provided, that Seller shall, and shall cause the Borrower Company to use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege) or (B) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (provided, that Seller shall, and shall cause the Guarantors and provide the Administrative AgentCompany to use commercially reasonable efforts to make alternative arrangements to disclose such information in a manner that does not waive any right under or violate any such Law, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicablefiduciary duty or binding agreement), including (x) Data Privacy Obligations applicable to Personal Information and (y) the Regulatory Laws. Seller makes no representation or warranty as well as to the accuracy of any appraisals information (if any) provided pursuant to this Section 6.02(a), and Purchaser may not rely on the accuracy of the Collateral, during regular business hoursany such information, in order that each case, other than the Administrative Agent representations and warranties of Seller expressly and specifically set forth in Article III and Article IV, as qualified by the Collateral Agent may upon reasonable prior notice and with reasonable frequencyDisclosure Schedules, but or in any eventAncillary Agreement. The information provided pursuant to this Section 6.02(a), so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall will be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all used solely for the purpose of verifying effecting the accuracy Transactions, and will be governed by all the terms and conditions of the various reports delivered Confidentiality Agreement. Purchaser shall abide by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral AgentSeller’s, and any agents third-party operator’s, safety rules, regulations and operating policies (including the execution and delivery of any documentation or representatives paperwork (includinge.g., without limitation, appraisersboarding agreements or liability releases) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held required by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets third-party operators with respect to environmental matters upon reasonable notice, and obtain Purchaser’s access to any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assetsassets of the Company) reasonably requested by the Administrative Agent at any time and from time to timewhile conducting its due diligence evaluation of such assets.
Appears in 2 contracts
Sources: Equity Purchase Agreement (Schlumberger Limited/Nv), Equity Purchase Agreement (ChampionX Corp)
Access to Books and Records. (a) Maintain or During the Interim Period, to the extent consistent with applicable Law, Seller shall, and Seller shall cause each Acquired Company to, provide Purchaser and its authorized representatives with reasonable access at reasonable times and upon reasonable advance notice to be maintained at all times true and complete the offices, properties, personnel, books and records in all material respects in a manner consistent with GAAP in all material respects of the financial Acquired Companies in order for Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Acquired Companies; provided, that such access does not unreasonably interfere with the normal operations of the Borrower and Acquired Companies. Neither the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access Acquired Companies nor Seller makes any representation or warranty as to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders any information (if any) provided pursuant to this Agreement or for otherwise ascertaining compliance Section 6.5, and Purchaser may not rely on the accuracy of any such information, other than the representations and warranties of the Acquired Companies expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedule. Following the Closing, Seller shall, at the reasonable request of Purchaser, reasonably cooperate with this Agreement; and at any reasonable time and from time to time during regular business hoursPurchaser in providing information regarding the Acquired Companies, upon reasonable notice and, to the Borrowerextent information regarding the Acquired Companies is held by Seller, permit provide such information to Purchaser, to the Administrative Agentextent necessary for Purchaser to prepare and file filings required to be made by Purchaser under the Exchange Act, the Collateral Agent, including pursuant to Form 8-K and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, financial statements required in each case at the expense of the Borrower (connection therewith; provided, however, that the Borrower such cooperation shall be provided at no out-of-pocket cost or expense to Seller and shall not be required to pay unreasonably interfere with the expenses normal operations of more than one such visit a year unless an Event Seller or any of Default has occurred and is continuing)its Affiliates.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Communications Systems Inc), Securities Purchase Agreement (Lantronix Inc)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects During the period from the date of this Agreement until the earlier of the financial operations Closing or the termination of the Borrower this Agreement in accordance with its terms, Seller shall, and the Guarantors shall cause its Affiliates to, afford to Purchaser and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors its Representatives reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals properties and other papersemployees, in each case solely to the extent relating to the Program Business and permit solely for purposes of furthering the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower Sale and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantorsother transactions contemplated hereby or integration planning relating thereto, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable written notice and in accordance with the procedures established by Seller; provided, however, that such access shall not include any environmental sampling or testing. Purchaser further agrees that any permitted investigation undertaken by Purchaser pursuant to the Borroweraccess granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Program Business. All of the books, permit records and other information to which Purchaser or any of its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the Administrative Agentterms of the Confidentiality Agreement, the Collateral Agentprovisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, during the period from the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, neither Seller, nor any of its Affiliates, shall be required to provide access to or disclose to Purchaser or its Representatives any information if: (i) Seller or any of its Affiliates, on the one hand, and Purchaser or any agents of its Affiliates, on the other hand, are adverse parties in any Action to the extent such information is reasonably pertinent thereto; (ii) upon the advice of counsel, such access or representatives disclosure would jeopardize attorney-client, work product or similar privilege of such Person or contravene any (includingA) applicable Laws, without limitation(B) Order of a Governmental Entity of competent jurisdiction or (C) obligations of confidentiality (whether contractual or otherwise) (provided that, appraisers) thereof to visit in the properties case of the Borrower foregoing clause (ii), Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Seller reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; (v) it relates to the sale process with respect to the Program Business or the possible sale of the Program Business to any other third parties prior to the date hereof; or (vi) it relates to Taxes or Tax Returns other than information solely related to a Transferred Asset or the Program Business.
(b) For a period of six (6) years after the Closing, Purchaser shall, and shall cause its Affiliates to, afford to Seller and its Representatives reasonable access to the Transferred Assets (including the Transferred Books and Records, the Transferred Business Employee Records and the Guarantors Transferred Marketing Materials) and the Transferred Employees to conduct examinations the extent related to the operation of the Program Business prior to the Closing and necessary in connection with any of its, or in the case of an Ancillary Agreement, any of its applicable Affiliates’ agreements, covenants or obligations under this Agreement and any of the Ancillary Agreements (to monitor the Collateral held by extent such Transferred Assets are in Purchaser’s or any of its Affiliates’ possession or control as of such time), during normal business hours and upon reasonable written notice, including in connection with Seller or its Affiliates’ preparation or amendment of Tax Returns, Tax Proceedings, preparation of financial statements or U.S. Securities and Exchange Commission or stock exchange reporting obligations; provided, however, that neither Purchaser, nor any of its Affiliates, shall be required to provide access to or disclose to Seller or its Representatives any information if: (w) upon the Collateral Agentadvice of counsel, such access or disclosure would jeopardize attorney-client, work product or similar privilege of such Person or contravene any (i) applicable Laws, (ii) Order of a Governmental Entity of competent jurisdiction or (iii) obligations of confidentiality (whether contractual or otherwise) (provided that, in the case of the foregoing clause (w), Purchaser will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (x) such access or disclosure would disclose a trade secret (including source code) to the extent Seller is not already aware thereof as a result of its prior ownership of the Program Business; (y) Purchaser reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; or (z) it relates to Taxes or Tax Returns other than information solely related to an Excluded Asset or Excluded Liability.
(c) For a period of six (6) years after the Closing, Seller shall, and shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) any Books and Records, in each case at case, to the expense extent (i) relating to, held for use with or used in connection with the Program Business but which are not Transferred Books and Records and (ii) such Books and Records are in an Asset Selling Entity’s or any of its Affiliates’ possession or control as of such time (such Books and Records, collectively, the Borrower (“Commingled Books and Records”); provided, that the Borrower (A) Seller shall not be required to pay provide copies of or access to any Commingled Books and Records to the expenses extent prohibited by applicable Law or any Order of more than one a Governmental Entity of competent jurisdiction, as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Books and Records prior to providing copies or access to Purchaser under this Section 5.1(c) to the extent not relating to, held for use with or used in connection with the Program Business or relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability, (C) Seller shall only be required to provide copies of or access to the Commingled Books and Records that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to such visit a year unless an Event of Default has occurred and is continuing)copies or access.
(bd) Grant For a period of six (6) years after the Closing, Seller shall, and shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the reasonable discretion of Seller) the employee or personnel files, in each case, to the extent (i) relating to a Transferred Employee but which are not Transferred Business Employee Records and (ii) such employees or personnel files are in an Asset Selling Entity’s or any of its Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the right “Commingled Employee Records”); provided, that (A) Seller shall not be required to inspect all final reportsprovide copies of or access to any Commingled Employee Records to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction, final audits as determined by Seller in good faith upon the advice of counsel, (B) for the avoidance of doubt, Seller and draft reports and audits where no final reports any of its Affiliates shall be entitled to redact or audits are availableremove any information in any Commingled Employee Records prior to providing copies or access to Purchaser under this Section 5.1(d) and other similar internal information of to the Borrower extent not relating to the Real Property Assets Program Business or not relating to any Transferred Employee, (C) Seller shall only be required to provide copies of or access to the Commingled Employee Records that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to environmental matters upon reasonable noticesuch copies or access.
(e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall be entitled to (i) keep copies of any Transferred Books and Records, any Transferred Business Employee Records, any Transferred Marking Materials, any Transferred Contracts or any other documents or materials transferred to Purchaser as part of the Transferred Assets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures or any applicable contractual or other similar obligations, subject to the confidentiality and restriction on use obligations hereunder, (ii) redact or remove any information in any such Transferred Books and Records or any other documents or materials transferred to Purchaser as part of the Transferred Assets to the extent not relating to, held for use with or used in connection with the Program Business or (iii) redact or remove any information in the Transferred Business Employee Records to the extent not relating to any Transferred Employee.
(f) Purchaser agrees to hold all Transferred Books and Records, the Transferred Business Employee Records, the Transferred Marketing Materials and any other Books and Records transferred to Purchaser or any of its Affiliates as part of the Transferred Assets or otherwise existing on the Closing and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by applicable Law, and obtain thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Seller. Seller agrees to, and shall cause its Affiliates to, hold all Commingled Books and Records, Commingled Employee Records and Privileged Business Documents existing on the Closing and not to destroy or dispose of any third party verification thereof for a period of matters six (6) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Purchaser; provided, that, for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove (i) any information in any Commingled Books and Records prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to, held for use with or used in connection with the Program Business or relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability prior to surrendering them to Purchaser, (ii) any information in any Commingled Employee Records prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to the Release Program Business or alleged Release of Hazardous Materials not relating to any Transferred Employee and (iii) any information in any Privileged Business Documents prior to surrendering them to Purchaser under this Section 5.1(f) to the extent not relating to any Pre-Closing Business Action or not reasonably necessary for Purchaser to prosecute, contest or defend such Action.
(g) From and after the Closing, subject to, at the Real Property Assets written request of Seller, the execution of a customary common interest or similar agreement by Purchaser or the taking of such other actions by Purchaser as Seller deems reasonably necessary to preserve any attorney-client, work product or similar privilege, Seller shall, and compliance shall cause its applicable Affiliates to, provide Purchaser with Environmental Laws copies of or access to (as determined in the reasonable discretion of Seller) the portion of any Privileged Seller Documents that are (i) reasonably necessary (as determined by Seller in good faith) for Purchaser to prosecute, contest or defend any Action that is pending or threatened prior to the Closing and requirements is Related to the Business or would otherwise constitute an Assumed Liability (such Actions, collectively, the “Pre-Closing Business Actions”) and (ii) in Seller or one of Airport Authorities its Affiliates’ possession or control as of such time (such documents, the “Privileged Business Documents”); provided, further, that (A) Seller shall not be required to provide copies of or access to any Privileged Business Documents to the extent prohibited by applicable Law or any Order of a Governmental Entity of competent jurisdiction or to the extent that doing so could result in the waiver of any attorney-client, work product or similar privilege (notwithstanding the delivery of a common interest agreement or similar agreement or the taking of such other actions by Purchaser as contemplated under this Section 5.1(g)), in each case, as determined by Seller in good faith upon advice of counsel, provided, that Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law or Order or jeopardize privilege, (B) for the avoidance of doubt, Seller and any of its Affiliates shall be entitled to redact or remove any information in any Privileged Business Documents prior to providing copies or access to Purchaser under this Section 5.1(g) to the extent not relating to the Pre-Closing Business Action or not reasonably necessary for Purchaser to prosecute, contest or defend such Action, (C) Seller shall only be required to provide copies of or access to the Privileged Business Documents that are specifically requested in writing by Purchaser and that have not otherwise been provided to Purchaser in any copy form, and (D) Purchaser shall comply with all applicable Data Protection Legislation with respect to environmental matters such copies or access.
(h) During the period from the date of this Agreement until the earlier of (i) three (3) months following the Closing or (ii) the termination of this Agreement in accordance with its terms, Seller shall, and shall cause its Affiliates to, (A) use reasonable best efforts to furnish Purchaser with financial and other information as promptly as reasonably practicable upon the Purchaser’s written request as may be reasonably necessary for matters Purchaser to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Purchaser and its Subsidiaries giving effect to the transactions contemplated hereby that would impact may be required pursuant to Regulation S-X under the value of the Real Property AssetsSecurities Act, and (B) reasonably requested by the Administrative Agent at any time assist Purchaser with Purchaser’s preparation of such pro forma financial statements upon reasonable written notice and from time to timeduring normal business hours.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Amgen Inc), Asset Purchase Agreement (Celgene Corp /De/)
Access to Books and Records. During the period from the date of this Agreement until the Closing or the earlier termination of this Agreement pursuant to Section 9.01 hereof, Seller shall, and shall cause the Company and each Acquired Company to, (ai) Maintain or cause to be maintained at all times true provide Buyer and complete books and records in all material respects in a manner consistent its authorized representatives (“Buyer’s Representatives”) with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books during normal business hours and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, permit properties, books and records (including electronic records) and key employees (including the Administrative AgentEmployment Agreement Employees) of the Business and (ii) furnish to Buyer and Buyer’s Representatives such additional financial, operating and other relevant data and information about the Collateral AgentBusiness as Buyer may reasonably request for the purpose of preparing to operate the Business following the Closing. In addition, between the date of this Agreement and the Closing, Buyer may have communications with key customers of the Business as mutually and reasonably agreed to by Seller and Buyer. Notwithstanding the foregoing, no access or information provided to Buyer and Buyer’s Representatives pursuant to this Section 6.02 shall unreasonably interfere with the normal operations of the Company and the Acquired Companies, and all requests for such access will be directed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at the Company or such other Person or Persons as the Company may designate in writing to Buyer from time to time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company, any agents Acquired Company or representatives their respective Affiliates will be required to provide access or disclose any information to Buyer in accordance with this Section 6.02 to the extent that such access or disclosure would be reasonably likely to (includingx) result in the loss of any attorney-client or other legal privilege (except to the extent such privilege would be preserved by entering into a common interest agreement or similar agreement for the purpose of preserving such privilege, without limitationand such agreement in a form reasonably satisfactory to Seller is entered into prior to any such disclosure) or (y) contravene any applicable Laws. Neither Seller nor any Acquired Company nor their subsidiaries makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, appraisers) thereof to visit and Buyer may not rely on the properties accuracy of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentany such information, in each case at other than as expressly set forth in the expense Seller’s representations and warranties contained in Article 3 and Article 4 and the Seller Closing Certificate. No investigation pursuant to this Section 6.02 by Buyer or Buyer’s Representatives shall be deemed to modify any of Seller’s representations and warranties contained in Article 3 and Article 4 or the Seller Closing Certificate. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Confidentiality Agreement.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Stanadyne Corp), Stock Purchase Agreement (Clarcor Inc.)
Access to Books and Records. (a) Maintain or cause to be maintained at all times Each Loan Party will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the Borrower and assets of the Guarantors and provide Loan Parties.
(b) Each Loan Party will permit, to the Administrative Agent, extent not prohibited by applicable law or contractual obligations (including all confidentiality obligations set forth in the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicableAAdvantage Agreements), as well as any appraisals of the Collateral, during regular business hours, in order that representatives designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no out-of-pocket cost to any Loan Party and not more than one time once per fiscal year, examine to (x) visit and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, inspect the Collateral Agent (excluding the AAdvantage Agreements), (y) examine its books and their respective representatives records (excluding the AAdvantage Agreements) and advisors to confer (z) discuss its affairs, finances and condition with the its officers and independent accountants, all at such reasonable times during normal business hours (it being understood that a representative of the Borrower and the Guarantors and representatives (American will be present); provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuing).
(b) Grant access to , the Loan Parties shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the right to inspect all final reportsLenders, final audits acting together (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets but not separately); provided, further, that with respect to environmental Collateral and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.14 shall be limited to the following: upon the request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices and obtain sites and (y) inspect any third party verification of matters documents (excluding the AAdvantage Agreements) relating to (i) the Release or alleged Release existence of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities such Collateral, (ii) with respect to environmental matters Collateral, the condition of such Collateral, and (for matters that would impact iii) the value validity, perfection and priority of the Real Property AssetsLiens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion would result in the applicable Grantor’s violation of its contractual (including all confidentiality obligations set forth in the AAdvantage Agreements) reasonably requested or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent at and each agent or representative thereof and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time legal counsel, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. None of Parent or any of its Subsidiaries will be required to timedisclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter pursuant to this Section 5.14 (i) except after the occurrence of an Event of Default and of the exercise of remedies hereunder, that constitutes non-registered AAdvantage Intellectual Property, non-financial Trade Secrets (including the AAdvantage Customer Data) or non-financial proprietary information, including the AAdvantage Agreements, (ii) in respect of which disclosure to Administrative Agent or any Lender (or their respective designees or representatives) is prohibited by law or any binding agreement (or would otherwise cause a breach or default thereunder), (iii) that is Excluded Intellectual Property or an AAdvantage Agreement, or (iv) that is subject to attorney-client or similar privilege or constitutes attorney work product.
Appears in 2 contracts
Sources: Term Loan Credit and Guaranty Agreement (American Airlines, Inc.), Term Loan Credit and Guaranty Agreement (American Airlines, Inc.)
Access to Books and Records. To the extent that Section 1861(v)(1)(I) of the Social Security Act (the "Act") and associated regulations are applicable to any Services rendered pursuant to this Order, Buyer and Seller shall each, until 4 years after the date of the services provided, comply with requests by the Comptroller General of the United States, the Secretary of Health and Human Services and their duly appointed representatives for access, in accordance with the Act, to this Agreement as well as to the books, documents and records of ▇▇▇▇▇ and Seller that are necessary to verify the cost of such services. Both parties also agree to make such disclosures as may be required to be compliant with or as may be required by Medicare, Medicaid and other federal or state or third party payment programs or government agency with respect to this Agreement. If either party is requested to disclose books, documents or records relevant to this Agreement for audit by such programs, it shall notify the other party of the nature and scope of the request and each party shall make available, upon written request of the other, all such relevant books, documents or records during such party's regular business hours. Furthermore, if Seller carries out any of its duties under this Agreement through a subcontract having a value or cost of $10,000.00 or more over a 12 month period, Seller will cause such subcontract to contain a clause to the effect that until the expiration of 4 years after furnishing of any service pursuant to said subcontract, subcontractor will make available, upon written request of the Secretary of Health and Human Services or the Comptroller General or any of their duly authorized representatives, copies and records of subcontractor that are necessary to certify the nature and extent of costs incurred by Buyer for such Service. Furthermore, ▇▇▇▇▇▇ agrees that within 3 business days of ▇▇▇▇▇'s request, it will provide Buyer with any and all of Seller's business records concerning Buyer that Buyer deems in its reasonable, but sole, discretion are necessary to (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining assure compliance with this Agreement; federal or state laws and at any reasonable time and from time to time during regular business hoursregulations, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access substantiate amounts Buyer owes to and the right Seller or (c) substantiate amounts Seller owes to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeBuyer.
Appears in 1 contract
Sources: Purchase Agreement
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of From the financial operations of date hereof until the Borrower and Closing Date, the Guarantors and Company shall provide the Administrative Agent, the Collateral Agent Purchaser and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and its authorized representatives (provided that the Borrower shall be given the right to participate in such discussions “Purchaser’s Representatives”) with such representatives) of the Borrower access during normal business hours and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, permit the Administrative Agentproperties, the Collateral Agent, books and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties records of the Borrower Company and its Subsidiaries in order for the Guarantors Purchaser to have the opportunity to make such investigation as it shall reasonably desire to enable the Purchaser to complete the transactions contemplated by this Agreement; provided, however, that (i) such access shall not unreasonably interfere with the conduct of the businesses of the Company and its Subsidiaries and shall not extend to conduct examinations any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation, (ii) the Purchaser and to monitor its authorized agents and representatives shall not contact or otherwise communicate with the Collateral held by employees, customers or suppliers of the Collateral AgentCompany or its Subsidiaries unless, in each case at instance, approved in writing in advance by the expense of Seller and the Borrower Company and (provided, that iii) the Borrower foregoing shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets apply with respect to environmental matters upon reasonable noticeany information the disclosure of which would, in the Company’s sole discretion, waive any privilege, violate any Law, give rise to antitrust or competition Law issues or breach any duty of confidentiality owed to any Person. The Purchaser acknowledges that it remains bound by the Confidentiality Agreement, between Seller and obtain any third party verification the Purchaser dated October 26, 2023 (the “Confidentiality Agreement”) and that all information it obtains as a result of matters relating access under this Section 6.2 shall be subject to the Release or alleged Release Confidentiality Agreement. The provision of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect any information pursuant to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested this Agreement by the Administrative Agent at Company shall not expand the remedies available hereunder to the Purchaser or its Affiliates under this Agreement in any time and from time manner. The information provided pursuant to timethis Agreement will be used solely for the purpose of effecting the transactions contemplated by this Agreement.
Appears in 1 contract
Access to Books and Records. (a) Maintain After the date of this Agreement until the Closing, and subject to the requirements of applicable Laws, each of the Sellers shall, and shall cause the Transferred Entities to, afford to representatives of Purchaser reasonable access, upon reasonable request and advance notice, to the books, records and properties of the Business and (subject to Section 5.1(b)) Business Employees, during normal business hours consistent with applicable Law, in accordance with the reasonable procedures established by Parent and solely for the purpose of taking actions contemplated by this Agreement and the Ancillary Agreements; provided, that none of the Sellers or cause Transferred Entities shall be required to be maintained at all times true and complete (x) make available Transferred Business Employee personnel files until after the Closing Date or (y) provide any Tax Returns or other books and records related to Taxes, except as provided by Article VII. Notwithstanding anything to the contrary in all material respects this Agreement, the Sellers and the Transferred Entities shall not be required to make available personnel records relating to any Person’s individual performance, evaluation records, medical records, workers compensation records, the results of any drug testing or other sensitive or personal information if doing so would reasonably be expected to result in a manner consistent violation of applicable Law. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, Purchaser and its representatives shall not conduct any Phase II Environmental Site Assessment or conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of Parent or any of its Affiliates, including the Business Leased Real Property.
(b) Purchaser agrees that any access granted under Section 5.1(a) shall not interfere unreasonably with GAAP in all material respects the operation of the financial operations Business or any other business of the Borrower Parent or its Affiliates. Purchaser and the Guarantors its Affiliates and provide the Administrative Agent, the Collateral Agent its and their respective representatives and advisors reasonable shall not initiate communications with any of the employees of Parent or its Affiliates without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed) or otherwise engage in discussions or communications with any of the employees of Parent or its Affiliates over Parent’s objections. Notwithstanding anything to the contrary in this Agreement, neither Parent nor any of its Affiliates shall be required to provide access to all or disclose information if, upon the advice of counsel, such books access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality; provided, that Parent and records Purchaser shall use commercially reasonable efforts to make alternative disclosure arrangements that would not jeopardize the attorney-client or other applicable legal privilege or protection of such party.
(c) At and after the Closing, except to the extent relating to Tax matters (access, cooperation and procedures with respect to which are governed exclusively by Article VII), and subject to the requirements under any confidentiality agreementsof applicable Laws, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papersPurchaser shall, and permit shall cause the Administrative AgentTransferred Entities and its other Affiliates to, afford the Collateral Agent Sellers, their Affiliates and their respective representatives representatives, at the Sellers’ sole cost and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantorsexpense, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice request and advance notice, reasonable access to the Borrowerbooks, permit the Administrative Agent, the Collateral Agent, records and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties employees of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating Business solely to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters extent that would impact the value of the Real Property Assets) such access may be reasonably requested by the Administrative Agent at Sellers in connection with financial statements, any time Action or investigation, reporting obligations and from time any other requirement or request of any Governmental Entity, and compliance with applicable Laws (in each case, other than relating to timeany dispute or issue between the parties to this Agreement or their Affiliates); provided, that nothing in this Agreement shall limit any rights of discovery of Parent or its Affiliates.
(d) At and after the Closing, except to the extent relating to Tax matters (access, cooperation and procedures with respect to which are governed exclusively by
Appears in 1 contract
Sources: Stock Purchase Agreement (Ebay Inc)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their its respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their its respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral (other than the Mortgaged Collateral, as to which the provisions of Section 2.04 of the Aircraft Mortgage shall apply) held by the Collateral Administrative Agent, in each case at the expense of the Borrower (provided, provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Delta Air Lines Inc /De/)
Access to Books and Records. (a) Maintain From the date hereof until the Closing, Sellers shall give to Purchaser and to Purchaser's counsel, accountants, and other representatives, full access during normal business hours to all of Sellers' offices, properties, books, contracts, commitments, records and affairs relating to the Assets and to their business so that Purchaser may inspect and audit them (including, without limitation, a Phase I, Phase II, or cause such other environmental assessment as may be reasonably requested) and shall furnish to be maintained at Purchaser a copy of all times true documents and complete books information concerning the properties and records in all material respects in a manner consistent with GAAP in all material respects affairs of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under Assets as Purchaser may reasonably request. If any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accountsrecords and materials are in the custody of third parties, recordsSellers shall direct such third parties to promptly provide them to Purchaser. Copies of documents furnished to Purchaser by Sellers will be returned to Sellers upon request if the transaction is not consummated.
(b) Following the Closing Date, appraisals Purchaser shall permit Huffy's and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or Sellers' representatives (including, without limitation, appraisers) thereof their counsel and auditors), during normal business hours, to visit the properties have reasonable access to, and examine and make copies of all books and records of the Borrower Sellers' prior business which are transferred to Purchaser hereunder and which relate to transactions or events occurring prior to the Closing Date. For a period of seven (7) years after the Closing, Purchaser agrees that, prior to the destruction or disposition of any such books or records, Purchaser shall provide not less than forty-five (45) days nor more than ninety (90) days prior written notice to Sellers of such proposed destruction or disposal. If Sellers desire to obtain any of such documents, they may do so by notifying Purchaser in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Purchaser shall not destroy such documents and the Guarantors and parties shall then promptly arrange for the delivery of such documents to conduct examinations of and to monitor Sellers, their successors or assigns. All out-of-pocket costs associated with the Collateral held by the Collateral Agent, in each case at the expense delivery of the Borrower (provided, that the Borrower requested documents shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)paid by Sellers.
(bc) Grant Following the Closing Date, Sellers and Huffy shall permit Purchaser and its representatives (including, without limitation, its counsel and auditors), during normal business hours, to have reasonable access to to, and the right to inspect examine and make copies of all final reports, final audits (books and draft reports records of Sellers and audits where no final reports or audits are available) and other similar internal information of the Borrower their affiliates relating to Sellers' business or the Real Property Assets with respect Assets, including tax records, which are retained by Sellers and Huffy and which relate to environmental matters upon reasonable noticetransactions or events contemplated by this Agreement occurring prior to the Closing Date. For a period of seven (7) years after the Closing, Sellers and Huffy agree that, prior to the destruction or disposition of any such books or records, Sellers and Huffy shall provide not less than forty-five (45) days nor more than ninety (90) days prior written notice to Purchaser of such proposed destruction or disposal. If Purchaser desires to obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets such documents, it may do so by notifying Sellers and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent Huffy in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Sellers and Huffy shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Purchaser, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Purchaser.
(d) Following the Closing Date, Purchaser shall make available to Sellers and Huffy, to the extent reasonably practicable, such personnel and other technical assistance from time Purchaser as Huffy and Sellers shall reasonably require to time.properly fulfill their indemnification obligations owed to Purchaser under Article X and the obligations set forth under Section 10.4(g) herein. All such personnel and other technical assistance furnished by Purchaser hereunder shall be
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors.
(b) The Borrower and the Guarantors and provide will permit, to the Administrative Agentextent not prohibited by applicable law or contractual obligations, the Collateral Agent and their respective any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantors, to (x) visit and representatives (provided that inspect the Borrower shall be given assets and the right to participate in such discussions with such representatives) properties of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors subject to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; safety and at any reasonable time regulatory restrictions, (y) examine its books and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agentrecords, and any agents or representatives (includingz) discuss its nonconfidential affairs, without limitationfinances and condition with its officers and independent accountants, appraisers) thereof to visit the properties all at such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower and the Guarantors and will be present) subject to conduct examinations of and to monitor the any restrictions in any applicable Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, Document; provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuingcontinuing (but not otherwise).
(b) Grant access to , the Borrower and the right Guarantors shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the Lenders, acting together (but not separately); provided, further, that with respect to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information the property of the Borrower and the Guarantors and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.11 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect any documents relating to (i) the Real Property Assets with respect to environmental matters upon reasonable noticeexistence of such property, (ii) the condition of such property, and obtain (iii) the validity, perfection and priority of any third party verification of Liens on such property, and to discuss such matters relating with its officers, except to the Release extent the disclosure of any such document or alleged Release any such discussion would result in the applicable Grantor’s violation of Hazardous Materials at the Real Property Assets and compliance its contractual or legal obligations. All confidential or proprietary information obtained in connection with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested any such visit, inspection or discussion shall be held confidential by the Administrative Agent at and each agent or representative thereof and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time to timelegal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.
Appears in 1 contract
Access to Books and Records. (a) Maintain or During the Interim Period, and subject to the requirements of applicable Laws, to the extent reasonably practicable (i) ▇▇▇▇▇▇▇▇ will cause the ▇▇▇▇▇▇▇▇ Group Entities and SGK Entities to be maintained at all times true afford to Representatives of Logo reasonable access, upon reasonable request and complete notice, to the books and records of the SGK Business (other than with respect to any ▇▇▇▇▇▇▇▇ Retained Assets or ▇▇▇▇▇▇▇▇ Retained Liabilities), during normal business hours, consistent with applicable Law and in all material respects accordance with the procedures established by ▇▇▇▇▇▇▇▇ and (ii) Logo will cause the Logo Group Entities and SGS Entities to afford to Representatives of ▇▇▇▇▇▇▇▇ reasonable access, upon reasonable request and notice, to the books and records of the SGS Business, during normal business hours, consistent with applicable Law and in accordance with the procedures established by Logo; provided, that neither ▇▇▇▇▇▇▇▇ or Logo nor any SGK Entity or SGS Entity will share any sensitive information without adequate safeguards as required under Competition and Foreign Investment Laws, and that no such entity will share any sensitive information without adequate safeguards as required under Competition and Foreign Investment Laws, and neither ▇▇▇▇▇▇▇▇ or Logo nor any SGK Entity or SGS Entity will be required to make available (i) SGK Employee or SGS Employee personnel files until after the Closing Date (it being understood that any such personnel files that constitute ▇▇▇▇▇▇▇▇ Retained Assets will not be transferred to the SGK Entities) or (ii) medical records, workers’ compensation records, the results of any drug testing or other sensitive or Personal Information if doing so could reasonably be expected to result in a manner consistent with GAAP in all material respects violation of applicable Law; and provided, further, that access under this Section 5.1(a) may be limited by the ▇▇▇▇▇▇▇▇ Group Entities, Logo Group Entities or the Transferred Entities, as applicable to the extent any requested books and records of the financial operations SGK Business or SGS Business, as applicable, are stored in an offsite archive location pursuant to the ordinary course document storage policies of the Borrower and the Guarantors and provide the Administrative Agent▇▇▇▇▇▇▇▇, the Collateral Agent Logo and their respective representatives Affiliates. ▇▇▇▇▇▇▇▇ and advisors reasonable Logo will indemnify and hold the other and its Affiliates harmless against any Liabilities arising out of or relating to any transfer requested by or on behalf of ▇▇▇▇▇▇▇▇, Logo or their respective Affiliates, as applicable, of any such personnel files. Notwithstanding anything to the contrary in this Agreement, prior to the Closing, neither ▇▇▇▇▇▇▇▇ or Logo nor their respective Representatives will conduct any Phase II Environmental Site Assessment or conduct any sampling or testing of soil, sediment, surface water, ground water or building material at, on, under or within any facility or property of the other or any of their respective Affiliates, including the SGK Real Property or SGS Real Property, as applicable.
(b) ▇▇▇▇▇▇▇▇ and Logo agree that any access granted under Section 5.1(a) will not interfere unreasonably with the operation of the SGK Business or SGS Business or any other business of the other or its Affiliates. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or Logo nor their respective Representatives will communicate with any of the employees of the other or its Affiliates without the prior written consent of the other, which consent will not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither ▇▇▇▇▇▇▇▇ or Logo nor any their respective Affiliates will be required to provide access to all or disclose information if, upon the advice of counsel, such books access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, Contracts or obligation of confidentiality.
(c) At and records (subject to requirements under any confidentiality agreementsafter the Closing, if applicable)▇▇▇▇▇▇▇▇ and Logo will, as well as any appraisals of and will cause their respective Affiliates to, afford the Collateralother and its Representatives, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice notice, access to the Borrowerbooks, permit the Administrative Agentrecords, the Collateral Agentproperties and employees of each applicable SGK Entity or SGS Entity, as applicable, and any agents the SGK Business or representatives (includingSGS Business, without limitationas applicable, appraisers) thereof to visit the properties extent that such access may be reasonably requested for reasonable business purposes, including in satisfaction of the Borrower Parties’ obligations under Section 2.3 or connection with financial statements, Taxes, any potential Action or investigation by or before a Governmental Entity (including in connection with the matters covered under Section 5.12) and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (SEC or other Governmental Entity reporting obligations; provided, that the Borrower shall not be required to pay the expenses nothing in this Agreement will limit any rights of more than one such visit a year unless an Event discovery of Default has occurred and is continuing)▇▇▇▇▇▇▇▇, Logo or their respective Affiliates.
(bd) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) Except for Tax Returns and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable noticedocuments governed by Section 7.3, each Party will hold, and obtain will cause its Subsidiaries to hold, all the books and records of each SGK Entity, each SGS Entity, the SGK Business and SGS Business, as applicable, existing on the Closing Date and not to destroy or dispose of any third party verification thereof for a period of matters relating to 3 years from the Release Closing Date or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested such longer time as may be required by the Administrative Agent at any time and from time to timeLaw.
Appears in 1 contract
Sources: Contribution Agreement (Matthews International Corp)
Access to Books and Records. (a) Maintain or cause to be maintained From the date hereof until the Closing Date, the Company shall provide Buyer and its authorized representatives including its accountants, legal advisors and financing sources (the “Buyer’s Representatives”) with full access at all reasonable times true and complete upon reasonable notice, to the offices, properties, personnel, operations, books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations Company and its Subsidiaries in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the Borrower affairs of the Company and its Subsidiaries (except that neither Buyer nor the Guarantors Buyer’s Representatives shall conduct environmental sampling or testing of the sort commonly referred to as a Phase II Environmental Investigation), and provide the Administrative Agent, the Collateral Agent to make extracts and their respective representatives and advisors reasonable access to all copies of such books and records (subject to requirements under any confidentiality agreementsrecords. Buyer acknowledges that it remains bound by the Confidentiality Agreement, if applicable)dated August 11, as well as any appraisals of the Collateral2003, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of Company (the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this “Confidentiality Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing”).
(b) Grant access Notwithstanding anything to the contrary set forth herein or in any other agreement (including the Confidentiality Agreement) to which the parties hereto are parties or by which they are bound, commencing on the Release Date, the obligations of confidentiality contained herein and therein, as they relate to the right transactions contemplated by this Agreement, shall not apply to inspect all final reportsthe tax structure or tax treatment of such transactions, final audits and each party hereto (and draft reports any employee, representative or agent of any party hereto) may disclose to any and audits where no final reports all Persons, without limitation of any kind, the tax structure and tax treatment of such transactions commencing on the Release Date; provided, however, that such disclosure shall not include the name (or audits are availableother identifying information not relevant to the tax structure or tax treatment) of any Person and other similar internal shall not include information for which nondisclosure is reasonably necessary in order to comply with applicable securities laws. For purposes of this Agreement, “Release Date” means the date that is the earlier of (i) the date of the Borrower public announcement of discussions relating to the Real Property Assets with respect to environmental matters upon reasonable noticetransactions contemplated by this Agreement, and obtain any third party verification of matters relating to (ii) the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value date of the Real Property Assetspublic announcement of such transactions or (iii) reasonably requested by the Administrative Agent at any time and from time to timedate hereof.
Appears in 1 contract
Access to Books and Records. From and after the Closing, Parent will, and will cause the Surviving Corporation to provide the Representative and its authorized representatives with reasonable access (for the purpose of examining, copying and inspecting), during normal business hours and upon reasonable notice, to the books and records of the Company and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby; provided that (a) Maintain or cause such access does not unreasonably interfere with the normal business operations of Parent and the Surviving Corporation and (b) such access occurs in such a manner as Parent reasonably determines to be maintained at all times true appropriate to protect the confidentiality of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Parent or the Surviving Corporation will be required to disclose any information to Representative or Representative’s representatives if such disclosure would (x) result in the loss of any attorney-client or other legal privilege or (y) contravene any applicable Law. Neither Parent nor the Surviving Corporation makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.01, and complete Representative may not rely on the accuracy of any such information, in each case other than as expressly set forth in Parent’s representations and warranties contained in Article V. Unless otherwise consented to in writing by the Representative, Parent will use commercially reasonable efforts not to, and not to permit the Surviving Corporation to, until the expiration of the later of (i) the seventh (7th) anniversary of the Closing Date or (ii) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof, destroy, alter or otherwise dispose of any of the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations Surviving Corporation or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (on behalf of the Borrower Stockholders and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all Optionholders) such books and records (subject to requirements under or any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower portion thereof which Parent or the Guarantors Surviving Corporation may intend to the Administrative Agent destroy, alter or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)dispose of.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. (a) Maintain To the extent it is legally permitted to do so, and subject to Section 5.03, Seller shall furnish Purchaser with such additional financial and other data and information regarding the Assets and Liabilities as Parent and Purchaser reasonably may request from time to time, including any information required for inclusion in all applications to Governmental Authorities necessary to effect the transactions contemplated hereby and the Merger. In addition, upon reasonable notice and subject to the following terms and conditions, Seller shall permit officers and authorized representatives of Parent and Purchaser access to inspect the Branches during normal business hours or at such other times mutually agreed by both parties, permit Parent and Purchaser to make or cause to be maintained at all times true made such reasonable investigation of information and complete books and records in all material respects in a manner consistent with GAAP in all material respects materials relating to the financial condition of the financial operations of the Borrower and the Guarantors and provide the Administrative AgentBranches, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreementsincluding, if applicable)any, general and subsidiary ledgers, deposit and loan records and any other information concerning the business, property and legal questions concerning the Branches as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent Parent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papersPurchaser reasonably deem necessary or advisable, and permit the Administrative Agent, the Collateral Agent Parent and their respective representatives Purchaser to discuss with Branch officers and advisors to confer with the officers of the Borrower employees employment and benefit matters and the Guarantors and representatives (provided that the Borrower shall be given the right transfer of their employment to participate in such discussions with such representatives) of the Borrower and the GuarantorsPurchaser, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors and, subject to the Administrative Agent or agreement of Parent and Purchaser, to train the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Branch officers and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)employees.
(b) Grant access In relation to any Real Estate Interests, Purchaser shall have the right, at its sole cost and expense, to conduct a Phase I Environmental Assessment conforming to ASTM E-1527-05 and environmental compliance audit using a licensed and reputable consultant reasonably acceptable to Seller; provided, that (i) such approval shall not be unreasonably withheld or delayed by Seller, (ii) any environmental investigation at a Leased Real Property shall be subject to any restrictions imposed under the right to inspect all final reportsapplicable lease agreement, final audits (and draft reports and audits where iii) no final reports or audits are available) and other similar internal information sampling shall be permitted except with the prior written consent of the Borrower relating Seller (which consent shall not be unreasonably withheld or delayed), and (iv) Parent shall indemnify and hold harmless the Seller for any direct physical damages to the Real Property Assets with respect Estate Interests as a result of such activity; provided, however, that any adverse effects on the value or use of such property shall not be subject to such indemnification under this Section 5.02(b). If any such Phase I Environmental Assessment identifies a “recognized environmental matters upon reasonable notice, and obtain any third party verification of matters relating condition” as defined in ASTM 1527-05 that could reasonably be expected to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with give rise to an Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters Liability that would impact exceed $100,000, the value of Seller and Purchaser shall negotiate in good faith as to whether to exclude such Asset, adjust the Real Property Assets) reasonably requested Payment Amount, and/or take any other action that might be agreed to by the Administrative Agent at any time Seller and from time to timePurchaser.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Encore Bancshares Inc)
Access to Books and Records. (a) Maintain or cause Notwithstanding anything to be maintained at all times true the contrary contained herein, Buyer shall permit Seller and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative AgentSeller's agents, the Collateral Agent and their respective employees, representatives and advisors reasonable access to all such books consultants, upon no less than 24 hours prior written notice and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular office business hours, to review and copy all or any portion of the books, records, financial statements, operating statements or other files, documentation or information transferred to Buyer on the Closing Date. On and after the Closing Date, Buyer shall provide Seller, Seller's agents, employees, representatives and consultants, and any trustee or other official selected pursuant to the Plan, with adequate space located at the Improvements sufficient to effectuate the wind-up of the businesses and existence of ACBA, CPPI and The Claridge Hotel and Casino Corporation. Buyer shall endeavor to provide Seller with a suitable office in order that which to effectuate the Administrative Agent referenced winding- up in a location in proximity to the existing office space presently used by Seller, subject to the provision by Seller of commercially appropriate protection of Buyer from liabilities which arise from Seller's use or occupancy of such office space, which protection may, at the reasonable discretion of Seller and Buyer, be in the Collateral Agent may upon form of a waiver of liability acceptable to Buyer, in its reasonable prior notice discretion. The location and with amount of space to be provided shall be designated by Seller subject to the reasonable frequencyapproval of Buyer, but in no event shall such space be larger than 300 square feet. Notwithstanding the foregoing to the contrary, Buyer's obligation to provide space at the Improvements to ACBA, CPPI and The Claridge Hotel and Casino Corporation shall expire at 5 p.m. on the 180th day after the Closing Date. In addition, Buyer shall maintain and keep any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals statements, files, documentation or information for the longer of the applicable period set forth in and other papers, and permit in accordance with the Administrative AgentCasino Control Act, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower New Jersey state tax code and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral AgentCode, and any agents or representatives (including, without limitation, appraisers) thereof to visit regulations promulgated thereunder. This Section 18.20 shall survive the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Closing.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Claridge Hotel & Casino Corp)
Access to Books and Records. (a) Maintain or cause After the date of this Agreement, Parent and the Sellers shall (I) afford to be maintained at all times true representatives of Purchaser reasonable access, upon reasonable request and complete books notice, to the books, records and records in all material respects in a manner consistent with GAAP in all material respects employees of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent Transferred Companies and their respective representatives and advisors reasonable access Affiliates (to all such books and records (subject the extent related to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent Transferred Companies and their respective representatives Subsidiaries, the Business, or the provision of Services (as defined in the Transition Services Agreement)) during normal business hours consistent with applicable Law and advisors to confer in accordance with the officers reasonable procedures established by Parent and the Sellers, and (II) until Closing, within twenty (20) days following the end of each calendar month, use reasonable best efforts to furnish to Purchaser unaudited financial statements for the Transferred Companies and their Subsidiaries with respect to such month in a form that is consistent with past practices; provided, however, that (i) no Seller nor any Transferred Company shall be required to violate Law or any obligation of confidentiality to which a Seller or Transferred Company or any of its Subsidiaries may be subject in discharging their obligations pursuant to this Section 5.1(a); and (ii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Leased Real Property.
(b) Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Borrower Business by any Seller or Transferred Company or any of its Subsidiaries and Purchaser and its representatives shall not communicate with any of the Guarantors and representatives employees of the Transferred Companies or their respective Subsidiaries (provided that the Borrower shall be given the right to participate in such discussions with such representativesother than those employees listed on Section 5.1(b) of the Borrower Purchaser Disclosure Schedule; provided, however, that Purchaser agrees, at Parent’s request, to keep Parent reasonably informed on a regular basis of its communications with such employees) without the prior written consent of Parent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither Parent nor the Sellers nor any Transferred Company nor any of their respective Subsidiaries shall be required to provide access to or disclose information pursuant to
Section 5.1 (a) where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any Laws (it being agreed that, in the event that the restrictions of Section 5.1(a)(i) or this sentence apply, Parent and the GuarantorsSellers shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without violating an obligation of confidentiality to any third party, all for jeopardizing the purpose of verifying attorney-client privilege or contravening any Laws).
(c) At and after the accuracy of Closing, (i) Purchaser shall, and shall cause its Subsidiaries to, afford Parent, the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; Sellers and at any reasonable time and from time to time their respective representatives, during regular normal business hours, upon reasonable notice notice, reasonable access to the Borrowerbooks, permit records, properties and employees of each Transferred Company and its Subsidiaries existing on the Administrative AgentClosing Date to the extent that such access may be reasonably requested by Parent, including in connection with financial statements, taxes and SEC reporting obligations, and (ii) Parent shall, and shall cause its Subsidiaries to, afford Purchaser and its Subsidiaries and their respective representatives, during normal business hours, upon reasonable notice, reasonable access to the books, records and employees of each of Parent and its Subsidiaries to the extent related to the Business or the Transferred Companies and their respective Subsidiaries and reasonably requested by Purchaser, including in connection with financial statements, taxes and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit any of Purchaser’s, Parent’s or the Sellers’ rights of discovery. The terms and conditions of Section 5.1(b) shall apply mutatis mutandis to any access provided to Parent, the Collateral Agent, Sellers and any agents or their representatives (including, without limitation, appraisers) thereof pursuant to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingthis Section 5.1(c).
(bd) Grant access Purchaser agrees to hold all the books and records of each Transferred Company and its Subsidiaries existing on the right Closing Date and not to inspect all final reports, final audits destroy or dispose of any thereof for a period of ten (and draft reports and audits where no final reports 10) years from the Closing Date or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable noticesuch longer time as may be required by Law, and obtain any third party verification thereafter, if it desires to destroy or dispose of matters relating such books and records, to the Release offer first in writing at least sixty (60) days prior to such destruction or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect disposition to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time surrender them to timeParent.
Appears in 1 contract
Sources: Purchase and Sale Agreement (United Technologies Corp /De/)
Access to Books and Records. (a) Maintain or From and after the Closing, the Buyer shall, and shall cause the Company to, provide the Seller and its Representatives with reasonable access (for the purpose of examining), during normal business hours upon reasonable advance notice, to be maintained at all times true and complete the books and records in all material respects in a manner consistent with GAAP in all material respects of the Company Entities with respect to periods or occurrences prior to the Closing Date to the extent necessary for the preparation of insurance claims, financial operations statements, regulatory filings, Tax returns or in connection with any Actions, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent that it would (i) be prohibited by applicable Law, (ii) require the Buyer, the Company to disclose information subject to attorney-client privilege or (iii) conflict with any confidentiality obligations to which the Buyer or any Company Entity is bound. Unless otherwise consented to in writing by the Seller, the Company shall not, for a period of three (3) years following the Closing Date (and with respect to any Tax books and records, for a period of seven (7) years), destroy, alter or otherwise dispose of any of the Borrower books and records of the Guarantors and provide Company Entities for the Administrative Agent, period prior to the Collateral Agent and their respective representatives and advisors reasonable access Closing Date without first offering to all surrender to the Seller such books and records (subject to requirements under or any confidentiality agreements, if applicable), as well as any appraisals of portion thereof which the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative AgentBuyer, the Collateral Agent and their respective representatives and advisors Company may intend to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantorsdestroy, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower alter or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)dispose of.
(b) Grant From and after the Closing, the Seller shall provide the Buyer and its Representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information records of the Borrower relating to the Real Property Assets Seller with respect to environmental matters upon reasonable noticeperiods or occurrences prior to the Closing Date to the extent necessary for the preparation of insurance claims, and obtain financial statements, regulatory filings, Tax returns or in connection with any third party verification of matters Actions, whether or not relating to or arising out of this Agreement or the Release transactions contemplated hereby. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent that it would (i) be prohibited by applicable Law, (ii) require the Seller to disclose information subject to attorney-client privilege or alleged Release (iii) conflict with any confidentiality obligations to which the Seller is bound. Unless otherwise consented to in writing by the Buyer and the Seller shall not, for a period of Hazardous Materials at three (3) years following the Real Property Assets Closing Date (and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters any Tax books and records, for a period of seven (7) years), destroy, alter or otherwise dispose of any of its books and records for matters the period prior to the Closing Date without first offering to surrender to the Buyer such books and records or any portion thereof which the Seller may intend to destroy, alter or dispose of.
(c) While Seller has used reasonable efforts to determine that would impact the value books and records of the Real Property Assets) reasonably requested Company Entities do not contain any document that contains legal advice or opinions or would be protected from disclosure by the Administrative Agent at any time and attorney-client or attorney work product privileges solely related to the transactions contemplated hereby, if either Party becomes aware that Seller has transferred documents protected from time disclosure by attorney-client or attorney work product privileges to timeBuyer solely related to the transactions contemplated hereby, such Party will notify the other immediately upon discovery of such documents. Upon Seller’s request, Buyer will, within five (5) days of such request, return to Seller all such documents or certify the destruction of such documents.
Appears in 1 contract
Sources: Stock Purchase Agreement (Steel Partners Holdings L.P.)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects During the period from the date of this Agreement until the earlier of the financial operations Closing or the termination of the Borrower this Agreement in accordance with its terms, Seller shall afford to Purchaser and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors its Representatives reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals properties and other papersemployees, and permit in each case to the Administrative Agent, extent relating to the Collateral Agent and their respective representatives and advisors to confer with Business for purposes of furthering the officers of the Borrower Sale and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantorsother transactions contemplated hereby, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable advance written notice and in accordance with the procedures established by Seller. Purchaser further agrees that any permitted investigation undertaken by Purchaser pursuant to the Borroweraccess granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and under the supervision of Seller’s designated personnel. All of the books, permit records and other information to which Purchaser or any of its Representatives is provided access pursuant to this Section 5.1(a) shall be treated as “Evaluation Material” pursuant to the Administrative Agentterms of the Confidentiality Agreement, the Collateral Agentprovisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing or anything to the contrary in this Agreement, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Seller shall not be required to pay provide access to or disclose to Purchaser or its Representatives any information if: (i) Seller or any of its Affiliates, on the expenses one hand, and Purchaser or any of more than one its Affiliates, on the other hand, are adverse parties in any Action and such visit information is reasonably pertinent thereto; (ii) such access or disclosure would, in Seller’s reasonable discretion, jeopardize attorney-client, work product or similar privilege of Seller or any of its Affiliates or contravene any applicable Laws or Orders of a year Governmental Entity of competent jurisdiction; or (iii) it relates to the sale process with respect to the Business or the possible sale of the Business to any other third parties prior to the date hereof; provided, further, that if disclosure is restricted pursuant to the foregoing, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements. The auditors and independent accountants of Seller shall not be obligated to make any work papers available to Purchaser or its Representatives under this Agreement unless an Event of Default and until such Person has occurred signed a customary confidentiality and is continuing)hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.
(b) Grant At and after the Closing, Purchaser shall, and shall cause its Affiliates to, afford to Seller and its Representatives reasonable access to the books, records, properties and employees of the Business (including the Transferred Books and Records, the Transferred Business Employee Records and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are availableTransferred Marketing Materials) and such cooperation and assistance as shall be reasonably required, in each case, to enable Seller and its Affiliates to comply with applicable Law, stock exchange rules and financial reporting requirements and for any other reasonable business purpose, including in respect of third party litigation and insurance matters, but excluding disputes under this Agreement or any Ancillary Agreement. Seller further agrees that any permitted investigation undertaken by Seller pursuant to the access granted under this Section 5.1(b) shall be conducted in such a manner as not to interfere unreasonably with the operation of Purchaser’s business and under the supervision of Purchaser’s designated personnel. Notwithstanding the foregoing or anything to the contrary in this Agreement, Purchaser shall not be required to provide access to or disclose to Seller or its Representatives any information if: (i) Purchaser or any of its Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, are adverse parties in any Action and such information is reasonably pertinent thereto; (ii) such access or disclosure would, in Purchaser’s reasonable discretion, jeopardize attorney-client, work product or similar internal privilege of Purchaser or any of its Affiliates or contravene any applicable Laws, Orders of a Governmental Entity of competent jurisdiction, fiduciary duties, or contractual obligations of confidentiality; (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Purchaser reasonably determines that such information should not be so disclosed due to its competitively sensitive nature; or (v) it relates to Taxes or Tax Returns, other than information solely related to a Transferred Asset or the Business for a Pre-Closing Tax Period; provided, further, that if disclosure is restricted pursuant to the foregoing, Purchaser shall, to the extent legally permissible, reasonably necessary and reasonably practicable, cooperate with Seller and make appropriate substitute arrangements. The auditors and independent accountants of Purchaser shall not be obligated to make any work papers available to Seller or its Representatives under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.
(c) For a period of six (6) years after the Closing, Seller shall hold and not destroy or dispose of, and, to the extent applicable, shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) any Books and Records that are not Transferred Books and Records, in each case, to the extent (i) relating to, held for use with or used in connection with the Business and (ii) in Seller’s or any of its applicable Affiliates’ possession or control as of such time (such Books and Records, collectively, the “Commingled Books and Records”); provided, however, that (A) neither Seller nor its Affiliates, as applicable, shall be required to provide copies of or access to any Commingled Books and Records to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, provided that in such event, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(c), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Books and Records to the extent such information is (x) not Related to the Business or (y) relating to, held for use with or used in connection with an Excluded Asset or Excluded Liability, (C) Seller and its Affiliates shall only be required to provide copies of or access to the Commingled Books and Records that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access.
(d) For a period of six (6) years after the Closing, Seller shall hold and not destroy or dispose of, and, to the extent applicable, shall cause its Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) any employee or personnel files that are not Transferred Business Employee Records, in each case, to the extent (i) relating to a Transferred Employee and (ii) in Seller’s or any of its Affiliates’ possession or control as of such time (such employee or personnel files, collectively, the “Commingled Employee Records”); provided, that (A) neither Seller nor its Affiliates shall be required to provide copies of or access to any Commingled Employee Records to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, provided that in such event, Seller shall, to the extent legally permissible, and reasonably practicable, cooperate with Purchaser and make appropriate substitute arrangements, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(d), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Commingled Employee Records to the extent such information is (x) not Related to the Business or relating to any Transferred Employee, (C) Seller and its Affiliates shall only be required to provide copies of or access to the Commingled Employee Records that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to such copies or access.
(e) Notwithstanding anything to the contrary contained in this Agreement, the Parties acknowledge and agree that Seller and its Affiliates shall be entitled to (i) keep copies of any Transferred Books and Records, any Transferred Business Employee Records, any Transferred Marketing Materials, any Transferred Contracts or any other documents or materials transferred to Purchaser as part of the Borrower Transferred Assets for operational, legal, Tax, regulatory or record-keeping purposes or in order to comply with applicable Laws, Seller’s or its Affiliates’ internal policies and procedures as in effect on the date of this Agreement or any applicable contractual obligations under a Contract in effect on the date of this Agreement that is not a Transferred Contract, subject to the confidentiality obligations hereunder, (ii) redact or remove any information in any such Transferred Books and Records or any other documents or materials transferred to Purchaser as part of the Transferred Assets to the extent not Related to the Business or (iii) redact or remove any information in the Transferred Business Employee Records to the extent not relating to any Transferred Employee.
(f) For a period of six (6) years from the Closing Date or such longer time as may be required by applicable Law, Purchaser agrees to hold and not to destroy or dispose of the Transferred Books and Records, the Transferred Business Employee Records, the Transferred Marketing Materials and all other Books and Records transferred to Purchaser or any of its Affiliates as part of the Transferred Assets. Following the expiration of such period, if Purchaser or any of its Affiliates desires to destroy or dispose of such books and records, solely upon written request of Seller delivered within thirty (30) days prior to the expiration of such six-year period, Purchaser shall offer to surrender such books and records to Seller.
(g) From and after the Closing, subject to, at the reasonable written request of Seller, the execution of a customary common interest or similar agreement by Purchaser or the taking of such other actions by Purchaser as Seller deems reasonably necessary to preserve any attorney-client, work product or similar privilege, Seller shall, and shall cause its applicable Affiliates to, provide Purchaser with copies of or access to (as determined in the sole discretion of Seller) the portion of any Privileged Seller Documents that are (i) reasonably necessary (as determined by Seller in good faith) for Purchaser to prosecute, contest or defend any Action that is pending or threatened prior to the Closing and is Related to the Business or would otherwise constitute an Assumed Liability (such Actions, collectively, the “Pre-Closing Business Actions”) and (ii) in Seller’s or one of its Affiliates’ possession or control as of such time (such documents, the “Privileged Business Documents”); provided, further, that (A) neither Seller nor its Affiliates shall be required to provide copies of or access to any Privileged Business Documents to the extent providing such copies or access would, in Seller’s reasonable discretion and determined in good faith, jeopardize attorney-client, work product or similar privilege of Seller or its Affiliates (notwithstanding the delivery of a common interest agreement or similar agreement or the taking of such other actions by Purchaser as contemplated under this Section 5.1(g)) or contravene any applicable Laws or Orders of a Governmental Entity of competent jurisdiction, (B) for the avoidance of doubt, prior to providing copies or access to Purchaser under this Section 5.1(g), Seller and any of its Affiliates shall be entitled to redact or remove any information in any Privileged Business Documents to the extent not relating to the Real Property Assets Pre-Closing Business Action, (C) Seller shall only be required to provide copies of or access to the Privileged Business Documents that have not otherwise been provided or made available to Purchaser, and (D) Purchaser shall comply with all applicable Data Protection Laws with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release such copies or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeaccess.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects From the date hereof until the earlier of the financial operations Closing Date or the termination of the Borrower and the Guarantors and provide the Administrative Agentthis Agreement pursuant to Section 9.1, subject to Section 6.5, the Collateral Agent Company shall provide Buyer and their respective its authorized representatives with access during normal business hours and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrowerpersonnel, permit offices, properties, books and records of the Administrative AgentCompany and such other data and other information of the Company as Buyer may reasonably request in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company; provided that such access does not unreasonably interfere with the normal operations of the Company; and provided further that all requests for such access shall be directed to the Investment Banker or another Person designated in writing by the Company or the Investment Banker. Notwithstanding anything to the contrary in this Agreement, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Company shall not be required to pay disclose any information to Buyer if such disclosure would, in the expenses opinion of more than one such visit a year unless an Event of Default has occurred and is continuing).
the Company’s external legal counsel, be reasonably expected to (a) jeopardize any business strategy or attorney-client or other legal privilege or (b) Grant access contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof, but, in each such case, the Company shall take reasonable steps to provide such information to Buyer in a manner that does not cause such jeopardization or contravention if requested by B▇▇▇▇ (the limitations and agreements set forth in this sentence, the right “Access Limitations”). The Company makes no representation or warranty as to inspect the accuracy of any information (if any) provided pursuant to this Section 5.3 and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III. The information provided pursuant to this Section 5.3 will be governed by all final reports, final audits (the terms and draft reports and audits where no final reports or audits are available) and other similar internal information conditions of the Borrower relating Confidentiality Agreement. Additionally, the Confidentiality Agreement shall survive any termination of this Agreement pursuant to Article IX for a period of twenty-four (24) months following the Real Property Assets date of such termination, with respect to environmental matters upon reasonable notice, and obtain Evaluation Material (as defined in the Confidentiality Agreement) containing information about any third party verification of matters relating the Equityholders. Notwithstanding anything to the Release contrary in this Agreement or alleged Release of Hazardous Materials at the Real Property Assets Confidentiality Agreement, (i) the Company agrees that Buyer, its subsidiaries and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value any Financing Sources may disclose any information provided by or on behalf of the Real Property AssetsCompany to any actual or prospective Financing Sources (provided that the recipients of such information agree to customary confidentiality undertakings, including “click through” confidentiality agreements and confidentiality provisions contained in customary confidential information memoranda, lender presentations or similar documents and Buyer shall be responsible to the Company for any breach of such confidentiality undertakings by any such recipients; provided, further, that notwithstanding the foregoing or anything contained herein to the contrary, for the avoidance of doubt, under no circumstance shall Buyer or Merger Sub be permitted to disclose any information to any such Person if and to the extent such information constitutes “Competitively Sensitive Information” under the Clean Team Agreement unless otherwise permitted under the Clean Team Agreement), (ii) Buyer and its subsidiaries may disclose any such information to the extent reasonably requested required (in the good faith judgment of Buyer) to be included in any prospectus, offering memorandum or other similar offering document in connection with the Debt Financing and (iii) Buyer, its subsidiaries and the Financing Sources may disclose any information to any rating agency, subject to customary confidentiality undertakings by the Administrative Agent at such rating agency, in connection with any time and from time to timeDebt Financing.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause Subject to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of Section 9.06, from the financial operations of date hereof until the Borrower and Closing Date, the Guarantors and Company shall provide the Administrative Agent, Purchaser and its authorized representatives (the Collateral Agent and their respective representatives and advisors "Purchaser's Representatives") with reasonable access to all such books during normal business hours and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, permit properties, senior personnel, books and records of the Administrative AgentCompany and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries; provided that, notwithstanding the foregoing, (a) such access does not unreasonably interfere with the normal operations of the Company or its Subsidiaries, (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, and (c) nothing herein shall require the Company to provide access to, or to disclose any information to, the Collateral AgentPurchaser or any of the Purchaser's Representatives if such access or disclosure would reasonably be expected to (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any legal privilege, or (iii) be in violation of applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any agreement to which the Company or any of its Subsidiaries is a party. For the avoidance of doubt, the Company will use commercially reasonable efforts to provide the Purchaser when required to be provided to the "Investor" under the Operating Agreement with customary audited year-end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the monthly, quarterly and annual periods ending after December 31, 2014 and prior to fifteen (15) days prior to Closing. The Purchaser acknowledges that Purchaser is and remains bound by that certain confidentiality agreement, between the Purchaser and GTCR LLC dated June 8, 2015 (the "Confidentiality Agreement"). To the extent possible, the parties will use commercially reasonable efforts to make appropriate substitute arrangements in circumstances where the foregoing clauses (a) – (c) of this Section 8.02 apply. The information provided pursuant to this Section 8.02 will be used solely for the purpose of effecting the transactions contemplated by this Agreement, and any agents or representatives (including, without limitation, appraisers) thereof to visit will be governed by all the properties terms and conditions of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held Confidentiality Agreement. No investigation by the Collateral Agent, in each case at the expense Purchaser of the Borrower (providedbusiness and affairs of the Company or any Seller, that pursuant to this Section 8.02 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the Borrower conditions to the Purchaser's obligation to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Confidentiality Agreement shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)terminate at Closing.
(b) Grant access Following the Closing, each party shall hold, and shall cause its respective Affiliates and representatives to hold, in strict confidence, unless otherwise required by applicable Law, all non-public books and records and other data and information concerning (i) Purchaser and the right to inspect all final reportsCompany and its Subsidiaries, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information in the case of the Borrower relating to Sellers, (ii) the Real Property Assets with respect to environmental matters upon reasonable noticeSellers, and obtain in the case of Purchaser or (iii) in each case, any third party verification of matters relating to the Release Affiliates or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timerepresentatives thereof.
Appears in 1 contract
Sources: Securities Purchase Agreement (NorthStar Asset Management Group Inc.)
Access to Books and Records. (a) Maintain From the date hereof until the Closing or the earlier termination of this Agreement, the Company, consistent with applicable Law, shall, and shall cause to be maintained its Subsidiaries to, provide Parent and its authorized agents or representatives, including its independent accountants, with reasonable access at all reasonable times true and complete upon reasonable advance notice to the offices, properties, the individuals set forth on Annex 7.02, Permits, Contracts, books and records in all material respects in a manner consistent with GAAP in all material respects of the financial Company and its Subsidiaries that Parent may reasonably request; provided, that such access is permissible under applicable Law, does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, does not unreasonably interfere with the normal operations of the Borrower Company and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred its Subsidiaries and is continuingnot requested or made (x) in connection with any pending or threatened dispute between or among the parties hereto or (y) for Parent to discover or initiate a claim or to exercise a remedy hereunder; provided, no more than one time per yearfurther, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower all requests for access shall be given directed to the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all individual set forth on Annex 7.02 (as representative for the purpose of verifying Company) or such other person(s) as the accuracy of representative for the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and Company may designate from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, (such individual set forth on Annex 7.02 and any agents person so designated by such person, each an “Authorized Representative”); and provided, further, that such access shall not extend to any (a) environmental sampling or representatives testing or invasive or subsurface investigation, (includingb) trade secrets or other competitively sensitive information or (c) any information that is subject to any applicable attorney-client, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower work product or other privilege (provided, that the Borrower Company shall use reasonable best efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege, including, as applicable and appropriate, by disclosure (i) subject to execution of a joint defense agreement in customary form, (ii) through a “clean team” arrangement in customary form, (iii) by redacting solely the information that cannot be required disclosed or (iv) through any combination of the above or other arrangements as are reasonably acceptable to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to Parent and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information Company). None of the Borrower relating Company, any Subsidiary of the Company, the Unitholder or any Optionholder, the Representative nor any other Person makes any representation or warranty as to the Real Property Assets with respect accuracy of any information (if any) provided pursuant to environmental matters upon reasonable noticethis Section 7.02, and obtain neither Parent, Merger Sub nor any third party verification other Person may rely on the accuracy of matters relating any such information, in each case, other than to the Release or alleged Release of Hazardous Materials at extent expressly provided in the Real Property Assets representations and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value warranties of the Real Property Assets) reasonably requested Company expressly and specifically set forth in Article V, as qualified by the Administrative Agent at any time Disclosure Schedules (subject to Section 13.06). The information provided pursuant to this Section 7.02 will be governed by all the terms and from time to timeconditions of the Confidentiality Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cognizant Technology Solutions Corp)
Access to Books and Records. (a) Maintain or From and after the Closing, subject to applicable Law, the Buyer shall, and shall cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects each of the financial operations Companies and their Subsidiaries solely for purposes of (i) the enforcement of rights by such Party under this Agreement (including, among other things, any insurance claims by, Proceedings or Tax audits against or governmental investigations of the Borrower Seller or the Buyer or any of their Affiliates, any evaluation of any claim for indemnification hereunder or in order to enable the Sellers or the Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby), (ii) the Guarantors and preparation of any Tax Return or the examination by any Taxing Authority or other action relating to any Tax Return of such Party, or (iii) the preparation of financial reports to, provide the Administrative Agent, the Collateral Agent Seller and their respective representatives and advisors its Representatives with reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; examining and at any reasonable time and from time to time copying), during regular normal business hours, upon to the Books and Records of each of the Companies with respect to periods prior to the Closing Date; provided, all such access does not unreasonably interfere with the operation of the Companies’ or their Subsidiaries’ respective business and shall be subject to the Companies’ and their respective Subsidiaries’ reasonable security measures and insurance requirements. Notwithstanding the foregoing, any Party may destroy or otherwise dispose of any Books and Records of the Companies, or any portions thereof, relating to periods prior to the Closing Date at any time in their sole and absolute discretion; provided, that prior to such destruction, such Party shall first give reasonable prior written notice to the Borrowerother Party and if the other Party so requests within forty-five (45) days after receipt of such notice, permit to take possession of such Books and Records or such portions thereof. Notwithstanding any provision of this Section 7.03 to the Administrative Agentcontrary, the Collateral Agent, and any agents no such access shall be permitted or representatives (including, without limitation, appraisers) thereof to visit the properties provision of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower documentation shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access extent that it would require any Party to and the right disclose information subject to inspect all final reportsattorney-client privilege, final audits (and draft reports and audits where no final reports violate any Law, or audits are available) and other similar internal information conflict with any confidentiality obligations to which any of the Borrower relating Companies or any of their respective Subsidiaries is bound; provided, the Companies shall use commercially reasonable efforts to the Real Property Assets with respect to environmental matters upon reasonable noticeprovide such information in a manner that does not violate any such Law, and obtain any third party verification of matters relating to the Release confidentiality obligations or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeprivilege.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause After the date of this Agreement, Sellers shall, to be maintained at all times true the extent permitted by applicable Law, afford to Purchaser, its counsel, financial advisors, auditors and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective other representatives and advisors reasonable access to all such books the employees, properties, books, contracts and records (subject to requirements under any confidentiality agreementsrecords, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers members of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time Education Group during regular normal business hours, upon reasonable written notice and in accordance with the procedures established by Sellers, and, during such period, Sellers shall (and shall cause each Transferred Company to) furnish promptly to Purchaser all information concerning the Business, properties and personnel as may be reasonably requested; provided, however, that (i) no Seller nor any Transferred Company shall be required, in the good faith judgment of such Seller or Transferred Company, to violate any obligation of confidentiality to which a Seller or any member of the Education Group may be subject in discharging their obligations pursuant to this Section 5.1(a); (ii) Sellers shall make available, or cause the members of the Education Group to make available, only upon or after the Closing, all Business Employee personnel files; and (iii) prior to the BorrowerClosing Date, permit Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Administrative AgentOwned Real Property or the Leased Real Property; provided further¸ for the avoidance of doubt, that Purchaser may make any such information available to the Collateral Agent, and any agents or representatives Debt Financing Sources (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsubject, in each the case at the expense of the Borrower (providedmaterial non-public information, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingcustomary confidentiality undertakings).
(b) Grant Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the members of the Education Group, and Purchaser and its representatives shall not communicate with any of the employees of Sellers or the members of the Education Group without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, delayed or withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor any member of the Education Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would reasonably be expected to result in the inability to successfully assert a claim of attorney-client privilege of such Party, or contravene any applicable Laws; provided that the Parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without jeopardizing the attorney-client privilege of such Party.
(c) At and after the right Closing, Purchaser shall, and shall cause its Subsidiaries to, afford Sellers and their respective representatives, during normal business hours, upon reasonable written notice, access to inspect all final reportsthe books, final audits (records, properties and draft reports and audits where no final reports or audits are available) and other similar internal information employees of each member of the Borrower relating Education Group to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters extent that would impact the value of the Real Property Assets) such access may be reasonably requested by Sellers, including in connection with financial statements and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit Sellers’ rights of discovery.
(d) Purchaser agrees to hold all the Administrative Agent books and records of each member of the Education Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to use its reasonable best efforts to offer first in writing at any time and from time least sixty (60) days prior to timesuch destruction or disposition to surrender them to Sellers.
Appears in 1 contract
Sources: Purchase and Sale Agreement (McGraw-Hill Global Education LLC)
Access to Books and Records. (a) Maintain or cause After the date of this Agreement, Seller shall afford to be maintained at all times true representatives of Purchaser reasonable access to the Books and complete books Records, IT Resources and records in all material respects in a manner consistent with GAAP in all material respects of the financial other operations of the Borrower Business during normal business hours consistent with applicable law and in accordance with the Guarantors and provide reasonable procedures established by Seller. Until the Administrative AgentClosing, the Collateral Agent and their any information provided to Purchaser or its respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and accordance with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower this Section 5.1 or the Guarantors to the Administrative Agent or the Lenders otherwise pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; shall be held by Purchaser and at any reasonable time its respective representatives in accordance with, shall be considered "Evaluation Material" under, and from time to time during regular business hours, upon reasonable notice shall be subject to the Borrower, permit the Administrative Agentterms of, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Confidentiality Agreement.
(b) Grant access Except as otherwise provided in Section 7.10, Purchaser agrees to afford Seller and its representatives, during normal business hours, consistent with applicable Law and in accordance with the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters reasonable procedures established by Purchaser upon reasonable notice, reasonable access at and obtain any third party verification of matters relating after the Closing Date to the Release Books and Records of each Transferred Entity and each Investment Entity to the extent that such access may be reasonably requested by Seller. Any information provided pursuant to this
Section 5.1 (b) or alleged Release otherwise pursuant to this Agreement shall be held by Seller, each Selling Sub and their respective representatives in confidence in accordance with the terms of Hazardous Materials at the Real Property Assets Confidentiality Agreement; provided, however, that nothing herein shall limit any of Seller's rights of discovery. Except as otherwise provided in Section 7.10, each of Purchaser and compliance with Environmental Laws Purchaser Sub agrees to hold all the Books and requirements Records of Airport Authorities the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of (i) the greater of ten years or the one year anniversary of the date on which Seller has no further obligations with respect to environmental matters the Guarantees in the case of any Books and Records pertaining to the Guarantees, and (ii) for matters that would impact a period of seven years in all other cases, from the value Closing Date or such longer time as may be required by Law.
(c) The provisions of the Real Property AssetsConfidentiality Agreement shall remain binding and in full force and effect until the Closing. The information contained herein, in the Seller Disclosure Schedule or delivered to Purchaser, Seller or their authorized representatives pursuant hereto shall be subject to the Confidentiality Agreement until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. All obligations of Purchaser and Seller under the Confidentiality Agreement shall terminate simultaneously with the Closing. Except as otherwise provided herein, Seller and Purchaser shall, and shall cause each Transferred Entity and Investment Entity and their consultants, advisors and representatives to, treat after the date hereof as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of law) reasonably requested by the Administrative Agent at terms of this Agreement and all nonpublic, confidential or proprietary information concerning each Transferred Entity and Investment Entity, and Seller and Purchaser shall not, and shall cause each Transferred Entity and Investment Entity and their consultants, advisors and representatives not to use such information to the detriment of any time and from time Transferred Entity or Investment Entity or to timeSeller or Purchaser, as the case may be.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Municipal Mortgage & Equity LLC)
Access to Books and Records. (a) Maintain From the date hereof until the Effective Time or cause the earlier termination of this Agreement, the Company, consistent with applicable Law or “clean room procedures” established by the Company, shall, to be maintained the extent permitted by the HSR Act and any Other Antitrust Regulations, provide the Parent and its authorized representatives with reasonable access at all reasonable times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of upon reasonable advance notice to the financial operations of the Borrower and the Guarantors and provide the Administrative Agentoffices, the Collateral Agent and their respective representatives and advisors reasonable access to all such properties, books and records (including Tax Returns and Tax workpapers) of the Company and its Subsidiaries in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire to make to confirm the representations and warranties made by the Company in Article V of this Agreement and to assist the Parent in planning its integration of the Company with Parent and its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Company; and provided, further, that the Company and its Subsidiaries may restrict or otherwise prohibit access to any documents or information to the extent that (a) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information or (b) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Any access to the properties of the Company or any of its Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given not include the right to participate in such discussions with such representatives) perform invasive testing. Neither the Company nor any of the Borrower Company Securityholders makes any representation or warranty as to the accuracy or completeness of any information (if any) provided pursuant to this Section 7.03, and neither the GuarantorsParent nor the Merger Sub may rely (and Parent and Merger Sub acknowledge and agree that they have not so relied) on the accuracy or completeness of any such information, all in each case, other than the representations and warranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.03 will be used by Parent and its authorized representatives solely for the purpose of verifying effecting the accuracy transactions contemplated hereby, and will be governed by all the terms and conditions of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Confidentiality Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. (a) Maintain From and after the Closing, PubCo shall make or cause to be maintained made available to CF OMS, the Sponsor or Blocker Owner or any of their respective Affiliates (at such Person’s sole expense) all times true books, records, and complete books and records in all material respects in a manner consistent with GAAP in all material respects documents relating to periods prior to the Closing Date of the financial operations of the Borrower MDH, any Blocker or any Group Company (and the Guarantors assistance of employees responsible for such books, records and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, documents) during regular business hours, in order that the Administrative Agent hours and the Collateral Agent may upon reasonable prior notice written request as may be reasonably necessary for: (a) investigating, settling, preparing for the defense or prosecution of, defending or prosecuting any Proceeding (other than an actual or potential Proceeding (i) brought or threatened to be brought by the Sponsor, CF OMS, Blocker Owner or the Company arising under this Agreement or (ii) brought or threatened to be brought by PubCo or its Affiliates against the Sponsor, CF OMS or Blocker Owner arising under this Agreement); (b) preparing reports to Governmental Entities; or (c) such other purposes (that do not involve an actual or potential Proceeding brought by the Sponsor, CF OMS, Blocker Owner or their respective Affiliates against PubCo or by PubCo or its Affiliates against the Sponsor, CF OMS or Blocker Owner relating to or arising out of this Agreement) for which access to such documents is reasonably necessary. PubCo shall (at the Company’s sole expense) cause each Group Company to maintain and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from preserve all such books, accounts, records, appraisals records and other papers, and permit documents in the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers possession of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) Group Companies as of the Borrower and the Guarantors, all Closing Date for the purpose greater of verifying (i) six years after the accuracy of Closing Date and (ii) any applicable statutory or regulatory retention period, as the various reports delivered by the Borrower or the Guarantors same may be extended. Notwithstanding anything herein to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hourscontrary, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower PubCo shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant provide any access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect Sponsor, CF OMS, Blocker Owner or any of their respective representatives which PubCo reasonably believes constitutes information protected by attorney-client privilege or which would violate any obligation owed to environmental matters upon reasonable notice, and obtain any a third party verification under Contract or Law. This Section 10.1 shall not apply to Taxes or Tax matters, which are the subject of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeSection 11.1.
Appears in 1 contract
Sources: Business Combination Agreement (MDH Acquisition Corp.)
Access to Books and Records. (a) Maintain or From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall, and shall cause its Subsidiaries to be maintained at provide the Parent and Merger Sub and Parent and Merger Sub’s authorized representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all times true and complete financial books and records of the Group Companies in all material respects order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in a manner connection with the consummation of the transactions contemplated hereby; provided, however, that in exercising access rights under this Section 5.02, the Parent and the Parent’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, (ii) only access personal information relating to employees, providers or customers of any Group Company to the extent necessary for, and only for the purposes of, the completion of the transactions contemplated hereby and (iii) not directly or indirectly contact or communicate with any of the Group Companies’ customers, vendors, suppliers, distributors or brokers in their capacity as such (other than contacts and communications with customers, vendors, suppliers, distributors or brokers of the Parent or in the ordinary course of business, consistent with GAAP in all material respects past practice, regarding matters unrelated to the transactions contemplated hereby) without appropriate personnel of the financial operations of Group Companies participating in any such contact or communication. Notwithstanding anything herein to the Borrower and contrary, no such access or examination shall be permitted to the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access extent that it would require any Group Company to all such books and records (disclose information subject to requirements under attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality agreementsobligations to which any Group Company is bound, if applicable), as well as or violate any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (applicable Law; provided that the Borrower shall be given Company shall, or cause its Subsidiary to, use commercially reasonable efforts to cause the right third party to participate in such discussions with such representatives) of which the Borrower confidentiality obligation is owed to consent to the disclosure. The Parent acknowledges that the Parent is and remains bound by the Confidentiality Agreement between Nasdaq Inc. and the GuarantorsCompany dated June 8, all for 2017 (the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors “Confidentiality Agreement”). Notwithstanding anything contained herein to the Administrative Agent contrary, no access or the Lenders examination provided pursuant to this Agreement Section 5.02 shall qualify or for otherwise ascertaining compliance with this Agreement; and at limit any reasonable time and from time representation or warranty set forth herein or the conditions to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, Closing set forth in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingSection 7.01(a).
(b) Grant At the Closing, the Company shall, and shall cause its Subsidiaries to, provide the Parent with access to the minutes books and the right to inspect all final reports, final audits (records and draft reports and audits where no final reports or audits are available) and other similar internal information organizational documents of the Borrower relating Group Companies to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to extent in the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value possession of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeGroup Companies or their Affiliates.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause From the date hereof until the Closing Date, to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of extent permitted by applicable Law, the Borrower Sellers, ▇▇▇▇▇▇▇ Holdings and the Guarantors and Companies shall: (i) provide the Administrative Agent, the Collateral Agent Purchaser and their respective representatives its authorized Representatives with access during normal business hours and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, properties, books and records of the Company Group Members in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desires to enable the Purchaser to complete the transactions contemplated by this Agreement; provided that (X) such access shall not unreasonably interfere with the conduct of the business of the Company Group Members and shall not extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation, (Y) any portion of information requested by Purchaser may be redacted only to the extent the disclosure of which the Companies reasonably determine would: (a) waive any attorney-client or other legal privilege (provided that, the Sellers, ▇▇▇▇▇▇▇ Holdings and the Companies shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not reasonably be expected to cause such privilege to be waived), (b) violate any Law or (c) breach any fiduciary duty or binding confidentiality agreement entered into prior to the date hereof (provided that, the Sellers, ▇▇▇▇▇▇▇ Holdings and the Companies shall use commercially reasonable efforts to obtain the consent of the counterparty to any such binding agreement so as to permit the Administrative Agent, the Collateral Agentdisclosure contemplated by this Section 6.2), and any agents or representatives (includingZ) neither the Sellers, without limitation, appraisers) thereof to visit ▇▇▇▇▇▇▇ Holdings nor the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Companies shall not be required to pay provide any information in respect of ongoing investigations by the expenses State of more than one Illinois to the extent such visit a year unless an Event of Default has occurred Persons reasonably believe providing such information would waive attorney-client privilege or violate Law, and is continuing).
(bii) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information instruct each of the Borrower relating Companies’ Representatives to cooperate with Purchaser and its Representatives in Purchaser’s investigation, subject to the Real Property Assets with respect to environmental matters upon reasonable noticeconditions set forth in clause (i) above. The Purchaser acknowledges that it is bound by the Confidentiality Agreement, between WCCC and Surterra Holdings, Inc, the parent entity of Purchaser, dated October 8, 2020 (the “Confidentiality Agreement”), and obtain any third party verification that all information it obtains as a result of matters relating access under this Section 6.2 shall be subject to the Release or alleged Release Confidentiality Agreement. The provision of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect any information pursuant to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested this Agreement by the Administrative Agent at Company Group Members shall not expand the remedies available hereunder to the Purchaser or its Affiliates under this Agreement in any time and from time manner. The information provided pursuant to timethis Agreement will be used solely for the purpose of effecting the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Purchase Agreement
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of Between the financial operations of the Borrower date hereof and the Guarantors and provide the Administrative AgentClosing Date, the Collateral Agent Company shall afford to Parent and their respective its authorized representatives and advisors (the “Parent Representatives”) reasonable access to all such books at reasonable times and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrowerfacilities, permit senior officers, employees, products, processes, technology, business and financial records, contracts, business plans, budget and projections, customers, suppliers and other material information regarding the Administrative AgentCompany and the Subsidiaries as Parent may reasonably request, and the work papers of ▇▇▇▇▇ & ▇▇▇▇▇, the Collateral AgentCompany’s independent accountants, and any agents or representatives (including, without limitation, appraisers) thereof otherwise provide such assistance as is reasonably requested by Parent in order that Parent may have a full opportunity to visit the properties make such investigation and evaluation as it shall reasonably desire to make of the Borrower business and affairs of the Company and the Guarantors Subsidiaries. In addition, the Company and its officers and directors shall cooperate fully (including providing introductions where necessary) with Parent to conduct examinations of and enable Parent to monitor the Collateral held by the Collateral Agentcontact such third parties, in each case at the expense including customers, prospective customers, specifying agencies, vendors or suppliers of the Borrower (Company and the Subsidiaries, as Parent deems reasonably necessary; provided, that Parent agrees not to initiate such contacts without the Borrower shall prior approval of the Company, which approval will not be required unreasonably withheld; and provided that Parent may not unreasonably interfere with the Company’s or any Subsidiary’s normal operations; and provided that all such access under this Section 5.2 shall be coordinated only through the senior officers of the Company. Parent acknowledges its obligations pursuant to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to confidentiality letter agreement, dated May 17, 2005, between Parent and the right to inspect all final reportsCompany, final audits as supplemented by the letter agreement, dated June 28, 2005, between Parent and the Company (and draft reports and audits where no final reports or audits are availablecollectively, the “Confidentiality Agreement”) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, any Evaluation Materials (as such term is defined in the Confidentiality Agreement) disclosed to Parent and obtain any third party verification of matters relating the Parent Representatives by the Company pursuant to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timecovenants contained in this Section 5.2.
Appears in 1 contract
Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide Parent and its authorized representatives (the "Parent's Representatives") with reasonable access to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Company in order for Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Transactions, and to the extent consented to in advance by the Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the Company's customers and suppliers; provided, however, that (a) Maintain or cause in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to be maintained at all times true and complete books and records in all material respects in a manner consistent interfere unreasonably with GAAP in all material respects the conduct of the financial operations business of the Borrower Company, and (b) the Guarantors and provide Company may elect to limit disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the Administrative Agentcontrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the Collateral Agent and conditions to Closing set forth in Section 7.01(a). If the Company or any controlled Affiliate or their respective representatives and advisors reasonable access are compelled to all such books and records (subject to disclose any information by judicial or administrative process or by other requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agentapplicable Law, the Collateral Agent and their respective representatives and advisors Company shall, to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered extent permitted by the Borrower applicable Law or the Guarantors rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the Administrative Agent or the Lenders pursuant disclosing party is advised by its counsel is legally required to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hoursbe disclosed, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Company shall not use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be required accorded to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)information.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. (a) Maintain From the date hereof until the Closing Date or cause to be maintained the earlier termination of this Agreement, the Company, consistent with applicable Law, shall provide the Purchaser and its authorized representatives with reasonable access at all reasonable times true and complete upon reasonable advance notice to the offices, properties, books and records in all material respects in a manner consistent with GAAP in all material respects of the financial Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Borrower Company and its Subsidiaries; provided, further, that all requests for access shall be directed to ▇▇▇▇▇ ▇▇▇▇▇▇▇ (as representatives for the Guarantors Company) or such other person(s) as they may designate from time to time (each such person, an “Authorized Representative”); and provide the Administrative Agentprovided, the Collateral Agent and their respective representatives and advisors reasonable further, that such access shall not extend to all such books and records any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to requirements under any applicable confidentiality agreementsrestrictions or attorney-client, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and work product or other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives privilege (provided that the Borrower Company shall be given the right use commercially reasonable efforts to participate make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such discussions with such representatives) privilege). None of the Borrower Company, any of the Sellers or the Representative makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 8.02, and none of the GuarantorsPurchaser, all the Merger Sub or the Blocker Purchaser may rely on the accuracy of any such information, in each case, other than to the extent expressly provided in the representations and warranties of the Company or the Blocker Sellers expressly and specifically set forth in Article V or Article VI, respectively, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 8.02 will be used solely for the purpose of verifying effecting the accuracy transactions contemplated hereby, and will be governed by all the terms and conditions of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Confidentiality Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Sources: Equity Purchase and Merger Agreement (Roper Technologies Inc)
Access to Books and Records. During the period from the date of this Agreement until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.01, each of the Company and EHO will provide Buyer and its authorized representatives (“Buyer’s Representatives”) with access to (a) Maintain the offices, properties, contracts, books and records of the Acquired Companies as reasonably requested by Buyer in order for Buyer to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Acquired Companies (except that Buyer will conduct no physically invasive sampling or testing, including soil or groundwater sampling, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (y) all officers and management-level employees of the Company for discussion of the business operations and personnel of the Acquired Companies; provided, however, in each case, such access shall be provided only during normal business hours upon reasonable advance notice to the Acquired Companies, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of such Acquired Company. All requests by Buyer or Buyer’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Seller, ▇▇▇▇▇▇▇, LLC or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, (a) the Acquired Companies will not be required to disclose any information to Buyer or Buyer’s Representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date hereof and (b) prior to the Closing Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects contacted any customers of the financial operations Company concerning the transactions contemplated hereby. Buyer acknowledges that it is and remains bound by the Non-Disclosure Agreement, dated August 17, 2015, between Amedisys and ▇▇▇▇▇▇▇, LLC, as agent for the Company (the “Confidentiality Agreement”), and that Buyer shall cause Buyer’s Representatives to abide by the terms of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Confidentiality Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. Subject to Section 6.06, from the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall provide the Parent and its authorized employees, officers, legal and accounting advisors and other representatives (athe “Parent’s Representatives”) Maintain or cause with reasonable access during normal business hours, and upon reasonable notice, to be maintained at the offices, properties, facilities, personnel, and all times true and complete books and records of the Company Group in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby and shall furnish the Parent with all material respects financial, operating and other data and information with respect to the Company Group as the Parent, through the Parent’s Representatives, may reasonably request, including monthly unaudited consolidated balance sheets, statements of income, statements of cash flows and key sales metrics of the Company Group, prepared in a manner consistent with GAAP in all material respects prior periods along with the standard monthly reporting package provided to the management of the financial operations Company Group. Notwithstanding the foregoing, in exercising access rights under this Section 5.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the Borrower and business of the Guarantors and Company Group. Notwithstanding anything herein to the contrary, such access or examination may be limited to the extent that it would require the Company Group to disclose information subject to attorney-client privilege or attorney work-product privilege or violate any applicable Law; provided that the Company shall use its reasonable best efforts to provide the Administrative Agent, Parent with alternative access or disclosure sufficient to convey the Collateral Agent and their respective representatives and advisors reasonable access substantive details concerning the applicable matter in a manner that is consistent with applicable Law or that would not reasonably be expected to all such books and records result in the loss of attorney-client privilege or attorney work-product privilege (subject to requirements under any confidentiality agreements, if as applicable), as well as including, with respect to disclosure that would result in the loss of privilege, by entering into a joint defense privilege (and any appraisals of related required documentation) with the Collateral, during regular business hours, in order that Parent. Notwithstanding anything contained herein to the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuingcontrary, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (access or examination provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement Section 5.02 shall qualify or for otherwise ascertaining compliance with this Agreement; and at limit any reasonable time and from time representation or warranty set forth herein or the conditions to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, Closing set forth in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingSection 7.01(a).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Sources: Merger Agreement (Proto Labs Inc)
Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantor will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors Guarantor.
(b) The Borrower and provide the Administrative AgentGuarantor will permit, to the Collateral Agent and their respective extent not prohibited by applicable law or contractual obligations, any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantor, to (x) visit and representatives (provided that inspect the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower assets and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors Guarantor, subject to safety and to conduct examinations of regulatory restrictions, (y) examine its books and to monitor the Collateral held by the Collateral Agentrecords, in each case and (z) discuss its nonconfidential affairs, finances and condition with its officers and independent accountants, all at the expense such reasonable times during normal business hours and as often as reasonably requested (it being understood that a representative of the Borrower (provided, will be present) subject to any restrictions in any applicable Collateral Document; provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuingcontinuing (but not otherwise).
(b) Grant access to , the Borrower and the right Guarantor shall be responsible for the reasonable costs and expenses of any visits of the Administrative Agent and the Lenders, acting together (but not separately); provided, further, that with respect to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information the property of the Borrower and the Guarantor and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.12 shall, subject to the inspection provisions of the applicable Collateral Documents, be limited to the following: upon the request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent or any of its agents or representatives, at reasonable times and intervals without unreasonable duplication and upon reasonable prior notice, to (x) visit during normal business hours its offices, sites and properties and (y) inspect any documents relating to (i) the Real Property Assets with respect to environmental matters upon reasonable noticeexistence of such property, (ii) the condition of such property, and obtain (iii) the validity, perfection and priority of any third party verification of Liens on such property, and to discuss such matters relating with its officers, except to the Release extent the disclosure of any such document or alleged Release any such discussion would result in the applicable Grantor’s violation of Hazardous Materials at its contractual or legal obligations, in all cases without unreasonable interference with construction or operations on the Real Property Assets and compliance Borrower’s properties. All confidential or proprietary information obtained in connection with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested any such visit, inspection or discussion shall be held confidential by the Administrative Agent at and each agent or representative thereof and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time to time.legal counsel, and except as may be required by any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority. 75
Appears in 1 contract
Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall, and shall cause the other Group Companies to, provide the Parent and its authorized representatives reasonably acceptable to the Company (athe “Parent’s Representatives”) Maintain with reasonable access during normal business hours, and upon reasonable notice (which access may be limited to the extent the Company reasonably determines, in light of COVID-19 or cause COVID-19 Measures, that such access would jeopardize the health and safety of any Company employee), to be maintained at the offices, properties, the personnel set forth on Schedule 5.02, and all times true and complete financial books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the Borrower transactions contemplated hereby; provided, that in exercising access rights under this Section 5.02, the Parent and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable Parent’s Representatives shall (i) direct all requests for access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement Section 5.02 to ▇▇ ▇▇▇▇ by email to ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the “Designated Company Contact”) and not contact any of the Group Company’s employees, officers, managers or for otherwise ascertaining compliance directors without the prior written consent of the Designated Company Contact, (ii) not be permitted to interfere unreasonably with this Agreement; and at the conduct of the business of any reasonable time and from time Group Company, (iii) only access personal information relating to time during regular business hoursemployees, upon reasonable notice providers or customers of any Group Company to the Borrowerextent necessary for, permit and only for the Administrative Agentpurposes of, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties completion of the Borrower transactions contemplated hereby and (iv) not contact or communicate with, directly or indirectly, any of the Group Companies’ customers, vendors, suppliers, distributors or brokers without the prior written consent of the Designated Company Contact (other than, to the extent applicable, in the ordinary course of business regarding matters unrelated to any Group Company or any of the transactions contemplated hereby). Notwithstanding anything herein to the contrary, such access or examination shall be permitted only to the extent that (i) it would not violate any Law (including any COVID-19 Measures) and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to Parent and the right Parent’s Representatives comply with all applicable Laws (including any COVID-19 Measures) during such access and (ii) it would not require any Group Company to inspect all final reportsdisclose information subject to attorney-client privilege or attorney work product privilege, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets conflict with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating confidentiality obligations to which any Group Company is bound, or violate any applicable Law. To the extent the access to any such information is restricted pursuant to the Release or alleged Release immediately preceding sentence of Hazardous Materials at this Section 5.02, it is agreed that the Real Property Assets Company shall, to the extent reasonably practicable, provide the Parent and compliance the Parent’s Representatives with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value a reasonably detailed description of the Real Property Assets) information not provided and the Company shall, to the extent reasonably requested by practicable and at Parent’s sole cost and expense, cooperate in good faith to design and implement reasonable alternative disclosure arrangements to enable the Administrative Agent at Parent to evaluate any time and from time to timesuch information without resulting in any waiver of privilege, conflict with confidentiality obligations or contravention of Contract or Law.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Cooper Companies, Inc.)
Access to Books and Records. (a) Maintain From the date hereof until the Closing or cause to be maintained the earlier termination of this Agreement in accordance with Section 9.01, the Company, consistent with applicable Law, shall provide the Purchaser and its authorized Representatives with reasonable access at all reasonable times true and complete upon reasonable advance notice to the offices, properties, books and records in all material respects in a manner consistent with GAAP in all material respects of the financial Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Borrower Company and its Subsidiaries; provided, further, that all requests for access shall be directed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇) or ▇▇▇▇ ▇▇▇▇▇▇▇ (▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) (as representatives for the Guarantors Company) or such other person(s) as they may designate from time to time (each such person, an “Authorized Representative”); and provide the Administrative Agentprovided, the Collateral Agent and their respective representatives and advisors reasonable further, that such access shall not extend to all such books and records any (i) environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to requirements under any applicable confidentiality agreementsrestrictions or attorney-client, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and work product or other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives privilege (provided that the Borrower Company shall be given use commercially reasonable efforts to make alternative arrangements to disclose such privileged information in a manner that does not waive or violate such privilege). Neither the right to participate in such discussions with such representatives) Company, the Seller Representative nor any of the Borrower and the Guarantors, all for the purpose of verifying Sellers makes any representation or warranty as to the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders any information (if any) provided pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral AgentSection 7.02, and the Purchaser may not rely on the accuracy of any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsuch information, in each case at case, other than to the expense extent expressly provided the representations and warranties of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to Sellers and the right Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The information provided pursuant to inspect all final reports, final audits (this Section 7.02 will be subject to the terms and draft reports and audits where no final reports or audits are available) and other similar internal information conditions of the Borrower Confidentiality Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any non-public or other confidential information it receives relating to the Real Property Assets Company to the Debt Financing Sources and other prospective lenders during the syndication and marketing of the Debt Financing, subject to customary confidentiality undertakings by the Debt Financing Sources and other prospective lenders which are, in all material respects, at least as restrictive as those in the Confidentiality Agreement; provided that the Purchaser shall be responsible for any acts or omissions of the Debt Financing Sources and such other prospective lenders with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timesuch information.
Appears in 1 contract
Sources: Stock Purchase Agreement (Whole Earth Brands, Inc.)
Access to Books and Records. (a) Maintain or From and after the Closing, the Purchaser shall, and shall cause the Company to, provide the Sellers, the Representative and their agents with reasonable access, during normal business hours, and upon reasonable advance notice, to be maintained at all times true and complete the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial Company and its Subsidiaries with respect to periods or occurrences prior to the Closing Date and reasonable access, during normal business hours, and upon reasonable advance notice, to employees, officers, advisors, accountants, offices and properties of the Company and its Subsidiaries; provided that (i) such access does not unreasonably interfere with the normal operations of the Borrower Company or any of its Subsidiaries and (ii) nothing herein shall require the Guarantors and provide the Administrative AgentPurchaser, the Collateral Agent Company or any of its Subsidiaries to provide access to, or to disclose any information to, the Sellers or their agents if such access or disclosure (x) requires the disclosure of any financial or proprietary information of or regarding the Purchaser or its Affiliates (excluding the Company and their respective representatives its Subsidiaries) or otherwise disclose information regarding the Purchaser or its Affiliates (excluding the Company or its Subsidiaries) that the Purchaser reasonably deems to be commercially sensitive, (y) would waive any legal privilege or (z) would be in violation of applicable laws or regulations of any Governmental Body (including the HSR Act and advisors reasonable access Foreign Competition Laws) or the provisions of any written agreement to all which the Purchaser or any of its Affiliates is a party. Unless otherwise consented to in writing by the Representative, neither the Purchaser nor the Company shall, and shall not permit the Company’s Subsidiaries to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company and its Subsidiaries for any period prior to the Closing Date without first offering to surrender to the Representative such books and records (subject to requirements under or any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order portion thereof that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower Purchaser or the Guarantors Company or any of its Subsidiaries may intend to destroy, alter or dispose of. Notwithstanding anything expressed or implied in this Agreement to the Administrative Agent or contrary, neither the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at Purchaser nor any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower its Affiliates shall not be required to pay (I) disclose to any Person, any Tax information or Tax Return that does not relate directly or indirectly to the expenses Company, any of more than one such visit a year unless an Event its Subsidiaries in existence as of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports Closing or audits are available) and other similar internal information any of the Borrower relating to Blocker Corps or (II) provide any information regarding the Real Property Assets with respect to environmental matters upon reasonable noticeCompany, and obtain any third party verification of matters relating to the Release its Subsidiaries or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value any of the Real Property Assets) reasonably requested by Blocker Corps in any format other than as then exists, or otherwise to manipulate or reconfigure any data regarding the Administrative Agent at Company’s, any time and from time to timeof its Subsidiaries’ or any of the Blocker Corps’ business, assets, financial performance or condition or operations.
Appears in 1 contract
Access to Books and Records. From and after the Closing, Parent will, and will cause the Surviving Corporation to, provide the Representative and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable notice, to the books and records of the Company and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby; provided, that (a) Maintain or cause such access does not unreasonably interfere with the normal business operations of Parent and the Surviving Corporation and (b) such access occurs in such a manner as Parent reasonably determines to be maintained at all times true appropriate to protect the confidentiality of the transactions contemplated by this Agreement and complete the information provided to Representative. Notwithstanding anything to the contrary in this Agreement, neither the Parent or the Surviving Corporation will be required to disclose any information to Representative or Representative's representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into by the Company or any Company Subsidiary; provided, that Parent, the Surviving Corporation and its Subsidiaries shall take commercially reasonable measures to permit the compliance with this Section 7.01 in a manner that avoids any such harm or consequence set forth in the foregoing clauses (i) and (ii). Neither Parent nor the Surviving Corporation makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 7.01, and Representative may not rely on the accuracy of any such information, in each case other than as expressly set forth in Parent's representations and warranties contained in Article V. Unless otherwise consented to in writing by the Representative, Parent will use commercially reasonable efforts not to, and will not permit the Surviving Corporation to, until the expiration of the later of (a) the seventh (7th) anniversary of the Closing Date or (b) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof, to destroy, alter or otherwise dispose of any of the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations Surviving Corporation or its Subsidiaries for any period prior to the Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (on behalf of the Borrower Stockholders and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all Optionholders) such books and records (subject to requirements under or any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower portion thereof which Parent or the Guarantors Surviving Corporation may intend to the Administrative Agent destroy, alter or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)dispose of.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. (a) Maintain After the date of this Agreement until the Closing, and subject to the requirements of applicable Laws, the Sellers shall, and shall cause the Transferred Entities to, afford to representatives of Purchaser reasonable access, upon reasonable request and notice, to the books, records and employees of the Business during normal business hours consistent with applicable Law and for the purpose of effecting an orderly transition and preparing the Purchaser to own and operate the Business; provided, that none of the Sellers or cause the Transferred Entities shall be required to make available Business Employee personnel files prior to the Closing Date to the extent doing so would reasonably be maintained at all times true and complete books and records in all material respects expected to result in a manner consistent violation of applicable Law; and provided, further, that the Sellers and the Transferred Entities shall not be required to make available medical records, workers compensation records, the results of any drug testing or other sensitive or personal information to the extent doing so would reasonably be expected to result in a violation of applicable Law.
(b) Purchaser agrees that any access granted under Section 5.1(a) shall not interfere unreasonably with GAAP in all material respects the operation of the financial operations Business or any other business of the Borrower Parent or its Affiliates. Purchaser and the Guarantors its Affiliates and provide the Administrative Agent, the Collateral Agent its and their respective representatives and advisors reasonable shall not communicate with any of the employees of the Sellers or their Affiliates without the prior written consent of Parent, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor any of their Affiliates shall be required to provide access to all or disclose information if, upon the advice of counsel, such books access or disclosure would jeopardize the attorney-client or other applicable legal privilege or protection of such party or contravene any Laws, contracts or obligation of confidentiality, provided that Sellers shall use commercially reasonable efforts to cooperate with Purchaser to enter into a mutually acceptable arrangement to permit disclosure to the Purchaser to evaluate such information without jeopardizing the attorney-client or other applicable legal privilege or protection or contravening any Laws, contracts or obligation of confidentiality.
(c) At and records (subject to requirements under any confidentiality agreementsafter the Closing, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papersPurchaser shall, and permit shall cause its Subsidiaries to, afford the Administrative Agent, the Collateral Agent Sellers and their Affiliates and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice notice, access to the Borrowerbooks, permit records, properties and employees of each Transferred Entity and the Administrative AgentBusiness, in a format as reasonably requested by Sellers (and as available to Purchaser) in the Collateral Agentcase of books and records, and to the extent that such access may be reasonably requested for reasonable business purposes, including in connection with financial statements, Taxes, any agents potential Action or representatives investigation by or before a Governmental Entity (includingincluding in connection with the matters covered under Section 5.11) and SEC or other Governmental Entity reporting obligations; provided, without limitation, appraisersthat (i) thereof to visit the properties nothing in this Agreement shall limit any rights of discovery of the Borrower Sellers or their Affiliates and (ii) nothing in this Section 5.1(c) shall require Purchaser or its Affiliates to grant access to the books, records and employees of the Business in connection with any Action between Parent or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand. Except for Tax Returns and other documents governed by Section 7.1(d), Purchaser agrees to hold, and to cause the applicable Transferred Entities to hold, all the books and records of each Transferred Entity or the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by Law, and thereafter, if any of them desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Parent.
(d) At and after the Closing, Sellers shall, and shall cause their Subsidiaries to, afford Purchaser and its Affiliates and their respective representatives, during normal business hours, upon reasonable notice, access to all the books and records related to the Business prior to the Closing that are in the possession of Sellers or any of their Subsidiaries, in the format as reasonably requested by Purchaser (and as available to Sellers) in the case of books and records, and to the extent that such access may be reasonably requested for reasonable business purposes, including in connection with financial statements, Taxes, any potential Action or investigation by or before a Governmental Entity (including in connection with the matters covered under Section 5.11) and SEC or other Governmental Entity reporting obligations; provided, that (i) nothing in this Agreement shall limit any rights of discovery of Purchaser or its Affiliates and (ii) nothing in this Section 5.1(d) shall require Parent or its Affiliates to grant access to the books, records and employees of Parent or its Affiliates in connection with any Action between Parent or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand. Except for Tax Returns and other documents governed by Section 7.1(d), at and after the Closing and until seven (7) years from the Closing Date, Sellers shall, and shall cause their Subsidiaries to, retain all books and records related to the Business included in the Excluded Assets in existence on the Closing Date consistent with its retention policies as in effect as of the date hereof and thereafter, if any of them desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Purchaser.
(e) From and after the date hereof, Sellers shall, and shall cause their representatives to, reasonably cooperate with Purchaser and the Guarantors Transferred Entities in the timely preparation by Purchaser of the audited combined financial statements of the Transferred Entities for the fiscal year ending December 28, 2019 and for the portion of the Transferred Entities’ 2020 fiscal year ending on the Closing Date, including by providing Purchaser and its representatives with reasonable access, during normal business hours and upon reasonable advance notice, to conduct examinations (a) any records of the Business in the possession of Sellers, (b) appropriate personnel of Sellers and their respective Affiliates and Sellers’ representatives, and (c) any other information, deliverables or personnel (including customary representation letters) that Purchaser reasonably requests and that is reasonably available to monitor the Collateral held by the Collateral AgentParent Group, in each case at the expense of the Borrower clauses (provideda), that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access and (c), to the extent reasonably necessary for Purchaser and the right Transferred Entities to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timecomplete such financial statements.
Appears in 1 contract
Access to Books and Records. From the date hereof until the earlier of the Closing and the termination of this Agreement pursuant to Article VIII (the “Pre-Closing Period”), and subject to the requirements of any Law, the Company shall (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative AgentBuyer and its authorized Representatives, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating with reasonable access during normal business hours to the Release offices, properties, personnel, books and records of the Company and shall instruct its Representatives to cooperate with the Buyer’s Representatives as reasonably necessary in order for the Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the Business, affairs and properties of the Company, including providing access to books, records, equipment and personnel used by the Seller or alleged Release the Company (or their respective Affiliates) in connection with [***]; provided, however, that the activities of Hazardous Materials at the Real Property Assets Buyer and compliance its Representatives shall be conducted in a manner so as not to interfere unreasonably with Environmental Laws the operation of the business of the Company; and requirements (b) furnish to the Buyer and its Representatives such additional information as the Buyer and its Representatives may reasonably request from time to time; provided, however, that the reasonableness of Airport Authorities such access and requests under clause (a) or (b) shall be determined by taking into account, among other considerations, any other prior access or review by the Buyer or its Representatives to the same or substantially similar information or documents in such offices, properties, personnel, books and records. Nothing contained in this Section 5.2 shall obligate the Company or any of its Affiliates to, in the Company’s discretion, (i) breach any duty of confidentiality owed to any Person (whether such duty arises contractually, statutorily or otherwise), Law or any Contract with respect any other Person, (ii) waive any privileges, including the attorney-client privilege, (iii) share any information which constitutes trade secrets or other competitively sensitive information, or (iv) cause significant competitive harm to environmental matters (for matters the Company or their businesses if the transactions contemplated hereby are not consummated; provided that the Company shall, and shall cause its Affiliates to, use their respective commercially reasonable efforts to provide such access and information in a manner that would impact not breach any such duty of confidentiality, result in sharing such competitively sensitive information or causing such competitive harm. Prior to the value Closing, when accessing any offices, facilities or properties of the Real Property Assets) Company, the Buyer shall, and shall cause its Affiliates and Representatives to, comply with all safety and security requirements for such office, facility or property as communicated to them. All requests for information made pursuant to this Section 5.2 shall be directed to K▇▇▇▇ ▇▇▇▇▇ or such other Person or Persons as may be designated by the Company, and the Buyer shall not directly or indirectly contact any officer, director, employee, agent or Representative of any of the Seller, the Company or any of their respective Affiliates without the prior approval of such designated Person(s). If so reasonably requested by the Administrative Agent at Seller or the Company, the Buyer shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with the Seller, the Company or their Affiliates with respect to any time and from time information to timebe provided to the Buyer pursuant to this Section 5.2.
Appears in 1 contract
Sources: Limited Liability Company Interest Purchase Agreement (Oxford Immunotec Global PLC)
Access to Books and Records. Buyer and Seller agree that Seller may maintain copies of any books, records and files of MDI after the Closing to comply with this Section 5.4. From and after the Closing and until the date that is seven years after the Closing, Buyer shall give (and shall cause its Affiliates to give) Seller and its Representatives reasonable access during normal business hours to officers of MDI and any properties, books and records and information relating to MDI or the Company related solely to periods prior to the Closing Date (and shall, and shall cause its Affiliates to, allow Seller and its Representatives to make copies of such books, records and information) for any reasonable purpose, including as may be necessary for: (a) Maintain preparation of Tax Returns and financial statements, (b) management and handling of any Tax audits and Tax disputes, (c) complying with any audit request, subpoena or cause other investigative demand by any Governmental Authority or for any civil litigation, (d) any dispute arising hereunder or (e) to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects enable Seller to satisfy its obligations and/or enforce its rights under Section 2.3 (Working Capital Adjustment) of the financial operations A▇▇▇▇▇ Agreement. For a period of seven years following the Borrower and Closing, or such longer period as may be required by applicable Law or necessitated by applicable statutes of limitations, plus any additional time during which Buyer has been notified in writing by Seller that: (x) there is an ongoing Tax audit with respect to periods prior to the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access Closing or (y) any such period is otherwise open to all assessment by a Tax authority (provided that only such books and records (and information reasonably related to the appropriate Tax audit or period as notified by Seller shall be subject to requirements under any confidentiality agreements, if applicablesuch time extension), as well as any appraisals Buyer shall maintain all books and records of the Collateral, during regular business hours, in order that the Administrative Agent MDI and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses destroy or dispose of more than one any of such visit a year unless an Event of Default has occurred books and is continuing)records.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. (a) Maintain or From the date of this Agreement to the Closing Date, Seller shall (and shall cause its Subsidiaries and the Commercial Air Group to), to be maintained at all times true the extent permitted by applicable Law, afford to the officers, directors, employees, accountants, consultants, financial and complete legal advisors, and other authorized representatives (collectively, the “Representatives”) of Purchaser reasonable access to the books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations members of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, Commercial Air Group during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice from Purchaser and in accordance with reasonable procedures established by Seller; provided, however, that (i) Seller shall make available, or cause the members of the Commercial Air Group to make available, Business Employee personnel files only if and when Purchaser provides Seller with notice that the applicable Business Employee has provided Purchaser with a release permitting transfer of those files, and Purchaser shall hold Seller harmless from any Losses arising out of or relating to the Borrowertransfer of such personnel files; (ii) prior to the Closing Date, permit Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Administrative Agent, the Collateral Agent, Leased Real Property; and (iii) neither Seller nor any agents or representatives (including, without limitation, appraisers) thereof to visit the properties member of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower Commercial Air Group shall not be required to pay provide access to or disclose information where, upon the expenses advice of more than one counsel, such visit access or disclosure would reasonably be likely to violate any obligation of confidentiality to which a year unless an Event Seller or any member of Default has occurred the Commercial Air Group may be subject, jeopardize the attorney-client privilege of such Person or contravene any applicable Laws, provided, however, that if any information is withheld pursuant to this Section 5.1(a)(iii), Seller may only withhold such portion of the information that is reasonably necessary to be withheld in order to preserve such privilege or work product protection or comply with such confidentiality obligations or applicable Laws and is continuing)shall use commercially reasonable efforts to provide extracts or summaries of any protected information or otherwise provide such protected information, in any case in a manner that would not jeopardize the applicable protection or violate such confidentiality obligation or applicable Law.
(b) Grant Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other business of Seller or any of its Subsidiaries, and Purchaser and its Representatives shall not communicate with any of the employees of Seller or any of its Subsidiaries without the prior written consent of Seller, which consent shall not be unreasonably withheld.
(c) To the extent that any books and records (excluding Tax records and Tax Returns, which are governed by Section 7.6(b)) which relate exclusively to the Business and the Company Air Group are in the possession of Seller or any of its Affiliates and not already in the possession of a member of the Commercial Air Group at the Closing Date, Seller shall use commercially reasonable efforts to procure the physical and/or electronic transfer of the books and records to the Purchaser or its nominee on the Closing Date or as soon as reasonably practicable after the Closing Date. If, notwithstanding the use of its commercially reasonable efforts, Seller is not able to procure such physical and/or electronic transfer on the Closing Date, then Seller shall use commercially reasonable efforts to effect such transfer as soon as reasonably practicable and until such transfer is effected, shall procure that the Purchaser is granted reasonable access to such books and records, during regular business hours upon reasonable notice and in accordance with reasonable procedures established by Seller.
(d) Purchaser agrees to hold all the right to inspect all final reports, final audits (books and draft reports and audits where no final reports or audits are available) and other similar internal information records of each member of the Borrower relating Commercial Air Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or such time as may be required by applicable Law, and Purchaser shall, and shall cause its Subsidiaries to afford Seller and its Representatives, during normal business hours, upon reasonable notice and subject to entering into a customary confidentiality agreement, such access as is reasonably required by Seller or any of its Subsidiaries for legitimate business reasons and does not violate any applicable Law or any confidentiality obligations applicable to the Real Property Assets Commercial Air Group or Purchaser or any of its Subsidiaries, as the case may be; provided, however, that if Purchaser restricts access to Seller and/or its Representatives pursuant to the preceding clause because such access would violate applicable Law or confidentiality obligations, Purchaser may only restrict access to the portion of the information in the books and records that is reasonably necessary to be withheld in order to comply with respect to environmental matters upon reasonable noticesuch applicable Laws or confidentiality obligations, and obtain shall use commercially reasonable efforts to provide extracts or summaries of any third party verification of matters relating to information in the Release books and records or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters otherwise provide such information, in any case in a manner that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timenot violate such confidentiality obligation or applicable Law.
Appears in 1 contract
Access to Books and Records. During the period from the date of this Agreement until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.01, each of the Seller and the Company will provide Buyer and its and their respective authorized representatives (collectively, “Buyer’s Representatives”) with access to (a) Maintain the offices, properties, contracts, books, records and, to the extent permitted by the Seller, the systems of the Company as reasonably requested by Buyer in order for Buyer to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company (except that Buyer will conduct no physically invasive sampling or testing, including soil or groundwater sampling, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (y) all officers and management-level employees of the Company for discussion of the business operations and personnel of the Company; provided, however, in each case, such access shall be provided only during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of such the Company. All requests by Buyer or ▇▇▇▇▇’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to the Seller or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, (a) the Company will not be required to disclose any information to Buyer or Buyer’s Representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date hereof and (b) prior to the Closing Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects contacted any customers of the financial operations Company concerning the transactions contemplated hereby. Buyer acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement, dated September 15, 2021, between Amedisys, Inc. and HouseWorks, LLC (the “Confidentiality Agreement”), and that Buyer shall cause Buyer’s Representatives to abide by the terms of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Confidentiality Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that in the Borrower event the Closing is consummated, the Confidentiality Agreement shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred terminated and is continuing)become null and void.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of From the financial operations of date hereof until the Borrower and the Guarantors and provide the Administrative AgentClosing Date, the Collateral Agent Company will provide Parent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and its authorized representatives (provided that the Borrower shall be given the right to participate in such discussions “Parent’s Representatives”) with such representatives) of the Borrower access during normal business hours and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, permit properties, officers, books and records of the Administrative AgentCompany and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Collateral AgentCompany reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) all requests for such access will be directed to ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ or such other Person as the Company or the Representative may designate in writing from time to time (the “Designated Contacts”). Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent or Parent’s Representatives if such disclosure would be reasonably likely to (x) jeopardize any attorney client or other legal privilege or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof. The Company does not make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsuch information, in each case at other than as expressly set forth in the expense Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) contact any officer, director, employee, customer, supplier, lessor, lender or other material business relation of the Borrower Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Company or the Representative (provided, that the Borrower which consent shall not be required unreasonably withheld, delayed or conditioned). The information provided pursuant to pay this Section 6.02 will be governed by all the expenses of more than one such visit a year unless an Event of Default has occurred terms and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information conditions of the Borrower relating to Mutual Confidentiality Agreement, dated June 30, 2014, by and between Tripwire, Inc. and ▇▇▇▇▇▇ Inc. (the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters “Confidentiality Agreement”). Parent acknowledges that would impact the value of the Real Property Assets) reasonably requested it remains bound by the Administrative Agent at any time and from time Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to timeSection 9.01, the Confidentiality Agreement will survive the termination of this Agreement for the period set forth in the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (Belden Inc.)
Access to Books and Records. (a) Maintain or cause Subject to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects Section 5.1(a)(xi), from the date hereof until the earlier of the financial operations termination of the Borrower this Agreement and the Guarantors and provide the Administrative AgentMerger Closing Date, the Collateral Agent Company will provide Squirrel HoldCo and their respective representatives and advisors its authorized Representatives reasonably acceptable to the Company (the “Squirrel HoldCo’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all such financial books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, including Tax records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower Company in order for Squirrel HoldCo to have the opportunity to make such investigation as it will reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that in exercising access rights under this Section 5.2, Squirrel HoldCo and the Guarantors, all for Squirrel HoldCo’s Representatives will not be permitted to interfere unreasonably with the purpose of verifying the accuracy conduct of the various reports delivered by business of the Borrower or the Guarantors Company. Notwithstanding anything contained herein to the Administrative Agent contrary, no such access or examination will be permitted to the Lenders extent that it would require the Company to disclose information subject to attorney-client privilege or attorney work-product privilege or similar privilege or protection applicable to such information or related documents, conflict with any third-party confidentiality obligations to which the Company is bound, or violate any applicable Law. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Agreement Section 5.2will qualify or for otherwise ascertaining compliance with this Agreement; and at limit any reasonable time and from time to time during regular business hours, upon reasonable notice representation or warranty set forth herein or the conditions to the Borrower, permit Merger Closing set forth in Section 8.3(a). No more than five (5) Business Days prior to the Administrative AgentReorganization Closing, the Collateral AgentCompany will provide Squirrel Cayman a funds flow memorandum (including all amounts, payees, and any agents wiring information) satisfactory to Squirrel Cayman, setting forth all payments to be made by or representatives (including, without limitation, appraisers) thereof to visit the properties on behalf of the Borrower and the Guarantors and to conduct examinations Company in respect of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Outstanding Company Expenses.
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.
Appears in 1 contract
Sources: Business Combination Agreement (Squirrel Enlivened International Co., LTD)
Access to Books and Records. (a) Maintain or cause After the date of this Agreement, Sellers shall, to be maintained at all times true the extent permitted by applicable Law, afford to Purchaser, its counsel, financial advisors, auditors and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective other representatives and advisors reasonable access to all such books the employees, properties, books, contracts and records (subject to requirements under any confidentiality agreementsrecords, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers members of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time Education Group during regular normal business hours, upon reasonable written notice and in accordance with the procedures established by Sellers, and, during such period, Sellers shall (and shall cause each Transferred Company to) furnish promptly to Purchaser all information concerning the Business, properties and personnel as may be reasonably requested; provided, however, that (i) no Seller nor any Transferred Company shall be required, in the good faith judgment of such Seller or Transferred Company, to violate any obligation of confidentiality to which a Seller or any member of the Education Group may be subject in discharging their obligations pursuant to this Section 5.1(a); (ii) Sellers shall make available, or cause the members of the Education Group to make available, only upon or after the Closing, all Business Employee personnel files; and (iii) prior to the BorrowerClosing Date, permit Purchaser shall not conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Administrative AgentOwned Real Property or the Leased Real Property; provided further¸ for the avoidance of doubt, that Purchaser may make any such information available to the Collateral Agent, and any agents or representatives Debt Financing Sources (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsubject, in each the case at the expense of the Borrower (providedmaterial non-public information, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingcustomary confidentiality undertakings).
(b) Grant Purchaser agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by Sellers or the members of the Education Group, and Purchaser and its representatives shall not communicate with any of the employees of Sellers or the members of the Education Group without the prior written consent of Sellers, which consent shall not be unreasonably conditioned, delayed or withheld. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor any member of the Education Group shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would reasonably be expected to result in the inability to successfully assert a claim of attorney-client privilege of such Party, or contravene any applicable Laws; provided that the Parties hereto shall reasonably cooperate in seeking to find a way to allow disclosure of such information without jeopardizing the attorney-client privilege of such Party.
(c) At and after the right Closing, Purchaser shall, and shall cause its Subsidiaries to, afford Sellers and their respective representatives, during normal business hours, upon reasonable written notice, access to inspect all final reportsthe books, final audits (records, properties and draft reports and audits where no final reports or audits are available) and other similar internal information employees of each member of the Borrower relating Education Group to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters extent that would impact the value of the Real Property Assets) such access may be reasonably requested by Sellers, including in connection with financial statements and SEC reporting obligations; provided, however, that nothing in this Agreement shall limit Sellers’ rights of discovery.
(d) Purchaser agrees to hold all the Administrative Agent books and records of each member of the Education Group existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and thereafter, if it desires to destroy or dipose of such books and records, to use its reasonable best efforts to offer first in writing at any time and from time least sixty (60) days prior to timesuch destruction or disposition to surrender them to Sellers.
Appears in 1 contract
Sources: Purchase and Sale Agreement (McGraw-Hill Companies Inc)
Access to Books and Records. (a) Maintain or From and after the date of this Agreement, Seller and Parent shall (and shall cause their respective Subsidiaries and Representatives to) (i) permit Purchaser and its Representatives to be maintained at all times true and complete have reasonable access to the books and records in all material respects in a manner consistent with GAAP in all material respects records, assets, Business Employees, facilities, Contracts and data of the financial operations of Business (including the Borrower and the Guarantors and provide the Administrative Agent, the Collateral Agent Transferred Entities) and their respective representatives and advisors reasonable Representatives which are Related to the Business (including such access as is reasonably necessary to all such books and records (subject to requirements under any confidentiality agreements, if applicableconsummate the Debt Financing), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular normal business hours, upon reasonable notice advance written notice, consistent with applicable Law and (ii) furnish to Purchaser and its Representatives such additional financial and operating data and other information regarding the Business (or true, accurate and complete copies thereof) as Purchaser or such Representatives may from time to time reasonably request; provided, however, that Seller and Parent may withhold any access, document or information (as applicable) (x) that is subject to a legally binding duty of confidentiality owed to an independent third party, (y) that would unreasonably interfere with the conduct of Seller’s or its Subsidiaries’ normal operation of its other businesses, or (z) would cause a material violation of any legally binding agreement to which Seller, any of its Subsidiaries or the Transferred Entities is a party or bound. Any information provided to Purchaser or its Representatives in accordance with this Section 5.1 or otherwise pursuant to this Agreement shall be held by Purchaser and its Representatives in accordance with, shall be considered “Confidential Information” under, and shall be subject to the Borrower, permit the Administrative Agentterms of, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Confidentiality Agreement.
(b) Grant access Subject to entry into customary confidentiality and use undertakings, to the right to inspect all final reportsextent reasonably required for tax, final audits accounting, regulatory, compliance, litigation or investigation purposes (other than in connection with a dispute, claim or litigation between Purchaser or its Affiliates, on the one hand, and draft reports and audits where no final reports Parent, Seller or audits are availableany of their respective Affiliates, on the other hand) and other similar internal information solely to the extent relating to events or occurrences or facts arising prior to the Closing, Purchaser will permit Parent, Seller and their respective duly authorized Representatives reasonable access during normal business hours (upon reasonable advance written notice to Purchaser) and without unreasonable interference with the conduct of the Borrower Business to all contracts, books, records and other data relating to the Real Property Assets Transferred Entities conveyed and assumed at Closing to the extent that such materials were delivered to Purchaser, except where such access (x) jeopardizes the attorney-client privilege or protection under the work product doctrine or similar doctrine applicable to communications or materials or is prohibited by applicable Law; provided that in such case, Purchaser shall use commercially reasonable efforts to cause such information to be provided or protection in a manner that would not reasonably be expected to jeopardize such privilege or violate such Law or (y) is restricted by a confidentiality agreement with respect a third party or would cause a violation of any legally binding agreement to environmental matters which Purchaser or its Affiliates is subject.
(c) Subject to entry into customary confidentiality and use undertakings, to the extent reasonably required for tax, accounting, regulatory, compliance, litigation or investigation purposes (other than in connection with a dispute, claim or litigation between Purchaser or its Affiliates, on the one hand, and Parent, Seller or any of their respective Affiliates, on the other hand) and solely to the extent relating to events or occurrences or facts arising prior to the Closing, Parent and Seller will permit Purchaser, its Affiliates and their respective Representatives reasonable access during normal business hours (upon reasonable noticeadvance written notice to Parent) and without unreasonable interference to Parent’s and Seller’s business to all contracts, books, records and obtain any third party verification of matters other data relating to the Release Business, the Transferred Entities and the Purchased Assets to the extent that such materials were retained by Parent, Seller and their respective Affiliates, except where such access (x) jeopardizes the attorney-client privilege or alleged Release protection under the work product doctrine or similar doctrine applicable to communications or materials or is prohibited by applicable Law; provided that in such case, Parent and Seller shall use commercially reasonable efforts to cause such information to be provided in a manner that would not reasonably be expected to jeopardize such privilege or protection or violate such Law or (y) is restricted by a confidentiality agreement with a third party or would cause a violation of Hazardous Materials any legally binding agreement to which Purchaser or its Affiliates is subject. Parent and Seller further agree that, after the Closing, Purchaser, its Affiliates and their respective Representatives may, at Parent’s and Seller’s cost and expense, make copies of those books and records (or redacted portions thereof) that have not been transferred to Purchaser and are Related to the Business, except where providing copies is prohibited by applicable Law; provided that in such case, Parent and Seller shall use commercially reasonable efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such Law. From and after the Closing Date, and for no less than a period of seven (7) years, Parent and Seller will maintain the books and records Related to the Business that have not been transferred to Purchaser at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeClosing.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Differential Brands Group Inc.)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true During the Pre-Closing Period, the Seller, the Company and complete books and records in all material respects in a manner consistent with GAAP in all material respects each of the financial operations of Subsidiaries shall permit the Borrower Buyer and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors its authorized Representatives to have reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior written notice to (i) the Company’s and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers each of the Borrower Subsidiaries’ properties to perform customary Phase I environmental studies (which in no event will involve any (A) sampling or analysis of any environmental media and neither the Guarantors and representatives (provided that Buyer nor any of its Affiliates or Representatives may perform any Phase II environmental testing, test borings or other physical samplings of any of such properties without the Borrower shall be given the right to participate in such discussions with such representatives) prior written consent of the Borrower Seller, which consent the Seller may withhold in its sole and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower absolute discretion (provided, that the Borrower Seller may not unreasonably withhold, condition or delay its consent to the Buyer’s request to perform Phase II environmental testing if the request is with respect to a recognized environmental condition (as defined by ASTM Standard E1527-05) that is identified in a Phase I environmental report and the environmental consultant that performed such Phase I investigation affirmatively recommends in such report that sampling be conducted in response to the recognized environmental condition; provided, further, that such sampling shall be limited to soil sampling intended to ascertain if the subject Owned Real Property or Leased Real Property is contaminated with Hazardous Materials in concentrations which do not meet applicable standards for soil quality and thereby threaten or cause contamination of groundwater at such property), or (B) interviews of employees or consultants of the Company or any of the Subsidiaries with respect to environmental matters other than as required by industry standards in connection with a customary Phase I environmental study), and (ii) all of the Company’s and each of the Subsidiaries’ assets, properties, books, accounting, financial and statistical records (including auditor work papers and Tax records), Contracts, employees, independent contractors, customers, vendors, distributors and manufacturers; provided that such access shall be required provided in a manner that will not unduly disrupt the Business. The Seller, the Company and each of the Subsidiaries shall furnish such financial, operating and other data and information relating to pay the expenses Business as the Buyer may reasonably request. The Seller shall confer with the Buyer on a regular basis with respect to matters relevant to the purchase and sale of more than one the Stock and the integration of the operations of the Company and each of the Subsidiaries with those of the Buyer and shall provide the Buyer with such visit a year unless an Event financial information prepared by management in the Ordinary Course of Default has occurred Business consistent with past practices as may be reasonably requested by the Buyer. All information exchanged pursuant to this Section 5.3 shall be subject to the Non-Disclosure Agreement dated April 12, 2011, between the Buyer and is continuingthe Seller (the “Non-Disclosure Agreement”).
(b) Grant For a period of five (5) years after the Closing Date, the Buyer shall cause the Company and each of the Subsidiaries to provide the Seller (or, if applicable, a Person designated by the Seller in a notice to the Buyer in accordance with Section 10.7 (the “Seller Designee”)) and each of its authorized Representatives with reasonable access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating books and records of the Company and each of the Subsidiaries to the Real Property Assets extent that such access may reasonably be required by such parties in connection with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to or affected by the Release operations of the Company or alleged Release any of Hazardous Materials the Subsidiaries prior to the Closing Date. Such access shall be afforded by the Company and each of the Subsidiaries upon receipt of reasonable advance notice and during normal business hours and, to the extent such information is confidential, shall be subject to an obligation of confidentiality by the Seller Designee. If any company shall desire to dispose of any such books and records prior to the expiration of such five (5) year period other than in accordance with the Company’s or any of the Subsidiaries’ respective record retention policy then in effect, the Company or the applicable Subsidiary shall, prior to such disposition, notify the Seller and give the Seller (or, if applicable, the Seller Designee) and its authorized Representatives a reasonable opportunity, at the Real Property Assets Seller’s or the Seller Designee’s expense, to segregate and compliance with Environmental Laws remove such books and requirements of Airport Authorities with respect to environmental matters (for matters that would impact records as such parties may select. Notwithstanding the value foregoing, neither the Buyer, the Company nor any of the Real Property Assets) Subsidiaries shall be required to provide any information which the Buyer reasonably requested believes the Buyer, the Company or any of the Subsidiaries are prohibited from providing to the Seller by reason of applicable Law, which constitutes or allows access to information protected by the Administrative Agent at any time and from time to timeattorney/client privilege.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of From the financial operations of date hereof until the Borrower and the Guarantors and provide the Administrative AgentClosing Date, the Collateral Agent Company shall provide Buyer and their respective its authorized representatives and advisors (“Buyer’s Representatives”) with reasonable access to all such books during normal business hours and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrowerappropriate officers, permit offices, properties, books and records of the Administrative AgentCompany and its Subsidiaries and any relevant Tax Returns, the Collateral Agentwork papers, supporting documentation, and any agents other information relevant to Taxes or representatives (including, without limitation, appraisers) thereof to visit the properties Tax attributes of the Borrower and Company or its Subsidiaries (such access including permission to make copies or scans thereof); provided, however, that such access does not unreasonably interfere with the Guarantors and normal operations of the Company; provided, further, that all requests for such access shall be directed to conduct examinations ▇▇▇▇ ▇▇▇▇▇▇ or such other Person as the Company may designate in writing from time to time. Neither the Company nor Seller make any representation or warranty as to the accuracy of and any information (if any) provided pursuant to monitor this Section 6.02(a). Without limiting the Collateral held by foregoing, the Collateral AgentCompany shall provide Buyer with all information, including copies or scans thereof, in each case at the expense Company or its Affiliates’ possession or that could reasonably be obtained relating to the current and accumulated earnings and profits of FCI Canada Inc. and FCI Mexico. The information provided pursuant to this Section 6.02(a) will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Borrower Confidentiality Agreement, dated April 1, 2009 (providedthe “Confidentiality Agreement”) through the Closing Date (it being understood that if this Agreement is terminated in accordance with Article IX hereof, that the Borrower provisions of Section 8.02 as they relate to the survival of the Confidentiality Agreement shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuingapply).
(b) Grant access to From and after the right to inspect all final reportsClosing, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, Seller shall, and obtain shall cause each of its Subsidiaries to, provide Buyer and its authorized representatives with reasonable access (for the purpose of examining), during normal business hours, to the books and records of Seller and its Subsidiaries (to the extent related to the Business) in connection with any third party verification of matters matter solely relating to or arising out of this Agreement, the Release transactions contemplated hereby or alleged Release of Hazardous Materials at the Real Property Assets Business and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (periods or occurrences prior to or on the Closing Date; provided, however, that such access does not unreasonably interfere with the normal business operations of Seller or its Subsidiaries; provided, further, that all requests for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and such access shall be directed to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or such other Person as Seller may designate in writing from time to time. Unless otherwise consented to in writing by Buyer, Seller shall not, and shall not permit any of its Subsidiaries to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of any of its Subsidiaries (relating to the Business) for any period prior to the Closing Date without first giving reasonable prior notice to Buyer and offering to surrender to Buyer (at Buyer’s sole cost and expense) such books and records or any portion thereof which Seller or any of its Subsidiaries may intend to destroy, alter or dispose of; provided, further, that Buyer and its authorized representatives shall have no rights to access under this Section 6.02(b) during any period of time in which Seller and the Buyer are engaged in a dispute with respect to this Agreement or the transactions contemplated hereby.
Appears in 1 contract
Access to Books and Records. (a) Maintain Until the seventh (7th) anniversary of the Closing (provided, that Buyer shall give 30 days’ notice to Seller prior to destroying any records to permit Seller, at its expense, to examine, duplicate or cause to be maintained at all times true and complete repossess such books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower records), Buyer shall afford promptly to Seller and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors its Representatives reasonable access to all the books, records, officers, employees, auditors and other advisors of the Company and its Subsidiaries, and provide information with respect to the Company and its Subsidiaries in a readily accessible form (including financial information in a form consistent with the Company’s and its Subsidiaries’ historical practice for the preparation of such financial information), to the extent reasonably required by Seller for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Buyer shall reasonably cooperate with Seller and its Representatives, to furnish such books and records (subject to requirements under any confidentiality agreementsand information and make available such officers, if applicable)employees, as well as any appraisals auditors and other advisors of the Collateral, during regular business hours, in order that the Administrative Agent Company and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreementits Subsidiaries; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that such access does not unreasonably interfere with the Borrower shall not be required to pay conduct of the expenses business of more than one such visit a year unless an Event of Default has occurred and is continuing)Buyer, the Company or the Company Subsidiaries.
(b) Grant Until the seventh (7th) anniversary of the Closing (provided, that Seller shall give thirty (30) days’ notice to Buyer prior to destroying any records to permit Buyer, at its expense, to examine, duplicate or repossess such books and records), Seller shall, and shall cause Seller’s Affiliates to, afford promptly to Buyer and its Representatives reasonable access to and the right to inspect all final reportsbooks, final audits (and draft reports and audits where no final reports or audits are available) records, officers, employees, auditors and other similar internal information of the Borrower advisors relating to the Real Property Assets Company and its Subsidiaries, and provide information with respect to environmental matters upon reasonable noticethe Company and its Subsidiaries in a readily accessible form (including financial information in a form consistent with Sellers or such Affiliate’s historical practice for the preparation of such financial information), and obtain any third party verification of matters relating to the Release or alleged Release extent reasonably required by Buyer for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.historical information), loss - 57 -
Appears in 1 contract
Sources: Purchase Agreement (Horace Mann Educators Corp /De/)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of From the financial operations of date hereof until the Borrower and the Guarantors and provide the Administrative AgentClosing Date, the Collateral Agent Company will provide Parent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and its authorized representatives (provided that the Borrower shall be given the right to participate in such discussions "Parent's Representatives") with such representatives) of the Borrower access during normal business hours and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, properties, officers, books and records of the Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (c) all requests for such access will be directed to ▇▇▇▇▇ ▇▇▇▇▇▇ or such other Person as the Company or the Representative may designate in writing from time to time (the "Designated Contacts"). Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent or Parent's Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney client or other legal privilege, (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, that the Company and its Subsidiaries shall take commercially reasonable measures to permit the Administrative Agentcompliance with this Section 6.02 in a manner that avoids any such harm or consequence set forth in the foregoing clauses (i), (ii) or (iii). The Company does not make any representation or warranty as to the Collateral Agentaccuracy of any information (if any) provided pursuant to this Section 6.02, and Parent may not rely on the accuracy of any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsuch information, in each case at other than as expressly set forth in the expense Company's representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent's Representatives not to) contact any officer, director, employee, customer, supplier, lessor, lender or other material business relation of the Borrower (providedCompany or any of its Subsidiaries prior to the Effective Time without the prior written consent of the Company or the Representative; provided that, that such Person is not a customer, supplier, lessor, lender, representative or other material business relation of Parent and such contact does not reference or otherwise relate to the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred transactions contemplated hereby and is continuing).
(b) Grant access in the ordinary course of Parent's business, consistent with past practice. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Mutual Non-Disclosure Agreement, dated June 10, 2019, by and between Parent and the right to inspect all final reports, final audits Company (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters "Confidentiality Agreement"). Parent acknowledges that would impact the value of the Real Property Assets) reasonably requested it remains bound by the Administrative Agent at any time and from time Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to timeSection 8.01, the Confidentiality Agreement will survive the termination of this Agreement for the period set forth in the Confidentiality Agreement.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects From the date hereof until the earlier of the financial operations of the Borrower Closing Date and the Guarantors and provide the Administrative Agentdate that this Agreement is terminated in accordance with its terms, the Collateral Agent Company and their respective its Subsidiaries shall provide Purchaser and its authorized representatives and advisors (“Purchaser’s Representatives”) with reasonable access to all such books during normal business hours and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borroweroffices, permit the Administrative Agentproperties, the Collateral Agent, books and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties records of the Borrower Company and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (its Subsidiaries; provided, that (a) such access shall not unreasonably interfere with the Borrower conduct of the business of the Company and its Subsidiaries; (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement; (c) all requests for access shall be directed to Seller or such other Person as the Company may designate in writing from time to time (the “Designated Contact”); (d) Purchaser shall not be required permitted to pay conduct any invasive or intrusive surface or subsurface sampling or testing (commonly known as a Phase II) at any of the expenses Company or its Subsidiaries’ properties or facilities without Seller’s prior written consent; and (e) nothing herein shall require the Company and its Subsidiaries to provide access to, or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (i) waive any legal privilege or (ii) be in violation of more than one such visit applicable Law or the provisions of any agreement entered into prior to the date of this Agreement and to which any Company is a year unless an Event of Default has occurred and is continuing).
party. Purchaser acknowledges that it remains bound by the Confidentiality Agreement dated February 22, 2021 (b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available“Confidentiality Agreement”) and other similar internal that all information it obtains as a result of the Borrower relating access under this Section 7.02 shall be subject to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeConfidentiality Agreement.
Appears in 1 contract
Access to Books and Records. From the date hereof until the Closing (aor the earlier termination of this Agreement pursuant to ARTICLE X), (i) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and the Guarantors and Company shall provide the Administrative AgentPurchaser and its authorized representatives (the “Purchaser’s Representatives”) with reasonable access, the Collateral Agent upon reasonable advance notice and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that to the Administrative Agent books and records of the Company and its Subsidiaries and (ii) each Blocker Seller shall provide the Purchaser and the Collateral Agent may Purchaser’s Representatives with reasonable access, upon reasonable prior advance notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, books and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties records of the Borrower and Blocker Corp set forth opposite such Blocker Seller’s name on the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentattached Schedule I, in each case at case, in order for the expense Purchaser and the Purchaser’s Representatives to access such information regarding the Company, its Subsidiaries and the Blocker Corps as the Purchaser reasonably deems necessary in connection with effectuating the transactions contemplated by this Agreement; provided that (i) such access does not unreasonably interfere with the normal operations of the Borrower Company, any of its Subsidiaries, any of the Blocker Sellers or any of the Blocker Corps, (providedii) such access shall occur in such a manner as the Company or any Blocker Seller, as applicable, reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access shall be directed to H▇▇▇▇▇▇▇ L▇▇▇▇ Capital, Inc. or such other Person(s) as the Company or any Blocker Seller, as applicable, may designate in writing from time to time and (iv) nothing herein shall require the Company or any Blocker Seller to provide access to, or to disclose any information to, the Purchaser if such access or disclosure (x) requires the Company, any of its Subsidiaries, any of the Blocker Sellers or any of the Blocker Corp to disclose any financial or proprietary information of or regarding the Affiliates of the Company or any of the Blocker Corps (excluding the Company and the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company or any of the Blocker Corps (excluding Subsidiaries of the Company) that the Borrower Company or any of the Blocker Sellers reasonably deems to be commercially sensitive, (y) would waive any legal privilege or (z) would be in violation of applicable laws or regulations of any Governmental Body (including the HSR Act and Foreign Competition Laws) or the provisions of any written agreement to which the Company, any of its Subsidiaries, any of the Blocker Sellers or any of the Blocker Corps is a party. Notwithstanding anything expressed or implied in this Agreement to the contrary, neither the Company nor any of its Subsidiaries, any of the Blocker Sellers or any of the Blocker Corps shall not be required to pay (I) disclose to any Person, any Tax information or Tax Return that does not relate to the expenses Company, any of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft reports and audits where no final reports its Subsidiaries or audits are available) and other similar internal information any of the Borrower relating to Blocker Corps or (II) provide any information regarding the Real Property Assets with respect to environmental matters upon reasonable noticeCompany, and obtain any third party verification of matters relating to the Release its Subsidiaries or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value any of the Real Property Assets) reasonably requested by Blocker Corps in any format other than as then exists, or otherwise to manipulate or reconfigure any data regarding the Administrative Agent at Company’s, any time and from time to timeof its Subsidiaries’ or any of the Blocker Corps’ business, assets, financial performance or condition or operations.
Appears in 1 contract
Access to Books and Records. (a) Maintain or cause to be maintained at all times The Borrower and the Guarantors will make and keep books, records and accounts in which full, true and complete books and records correct entries in all material respects in a manner consistent conformity with GAAP are made of all financial dealings and transactions in all material respects relation to its business and activities, including, without limitation, an accurate and fair reflection of the financial operations transactions and dispositions of the assets of the Borrower and the Guarantors.
(b) The Borrower and the Guarantors and provide will permit, to the Administrative Agentextent not prohibited by applicable law or contractual obligations, the Collateral Agent and their respective any representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during regular business hours, in order that designated by the Administrative Agent and or any Governmental Authority that is authorized to supervise or regulate the Collateral Agent may operations of a Lender, as designated by such Lender, upon reasonable prior written notice and with reasonable frequency, but in any eventand, so long as no Event of Default has occurred and is continuing, at no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors out-of-pocket cost to confer with the officers of the Borrower and the Guarantors Guarantors, to visit and representatives (provided that inspect the Borrower shall be given the right to participate in such discussions with such representatives) properties of each of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; examine its books and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agentrecords, and any agents or representatives (includingto discuss its affairs, without limitationfinances and condition with its officers and independent accountants, appraisers) thereof to visit the properties of the Borrower all at such reasonable times during normal business hours and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, as often as reasonably requested; provided that the Borrower shall not be required to pay the expenses of more than one such visit a year unless if an Event of Default has occurred and is continuing).
(b) Grant access to , the Borrower and the right to inspect all final reports, final audits (Guarantors shall be responsible for the reasonable costs and draft reports and audits where no final reports or audits are available) and other similar internal information expenses of any visits of the Borrower relating to Administrative Agent and the Real Property Assets Lenders, acting together (but not separately); provided, further that with respect to environmental Collateral and matters relating thereto, the rights of Administrative Agent and the Lenders under this Section 5.10 shall be limited to the following: upon the request of the Administrative Agent, the applicable Grantor will permit the Administrative Agent or any of its agents or representatives, at reasonable times and intervals upon reasonable prior notice, to visit during normal business hours its offices and obtain sites and inspect any third party verification of matters documents relating to (i) the Release or alleged Release existence of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities such Collateral, (ii) with respect to environmental matters Collateral other than Pledged Route Authorities, Pledged Slots and Pledged Foreign Gate Leaseholds, the condition of such Collateral, and (for matters that would impact iii) the value validity, perfection and priority of the Real Property Assets) reasonably requested Liens on such Collateral, and to discuss such matters with its officers, except to the extent the disclosure of any such document or any such discussion shall result in the applicable Grantor’s violation of its contractual or legal obligations. All confidential or proprietary information obtained in connection with any such visit, inspection or discussion shall be held confidential by the Administrative Agent at and each agent or representative thereof and shall not be furnished or disclosed by any time of them to anyone other than their respective bank examiners, auditors, accountants, agents and from time to timelegal counsel, and except as may be required by an order of any court or administrative agency or by any statute, rule, regulation or order of any Governmental Authority.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (American Airlines Inc)
Access to Books and Records. (a) Maintain or cause Seller agrees that from and after the Closing Date, it will permit Purchaser and its Representatives, during normal business hours and with reasonable notice, (i) to be maintained at have access to and to examine and take copies of all times true and complete books and records of Seller (excluding personnel records unless specifically requested in all material respects writing by the employee and to the extent otherwise permitted by law) which are not delivered to Purchaser pursuant hereto and which directly relate to the Transferred Assets and/or the Business and to events occurring prior to the Closing Time or to transactions or events occurring subsequent to the Closing Time which arise out of transactions or events occurring prior to the Closing Time and (ii) make available to Purchaser the employees of Seller that previously worked in the Business on such terms and conditions and for such periods of time as Seller shall reasonably determine, provided, however, that Purchaser shall pay to Seller a manner consistent commercially reasonable hourly rate for the actual time spent by such employees to the extent not otherwise provided in the Interim Services Agreement, provided, further, that for time spent by such employees solely in connection with GAAP in all material respects effectuating the transactions hereunder (excluding services under the Interim Services Agreement) such time shall be at no cost to Purchaser if the aggregate amount of such time is not material. All books and records of Seller relating to the financial operations of the Borrower Transferred Assets and the Guarantors and Business not delivered to Purchaser pursuant hereto will be preserved by Seller for a period of not less than seven years following the Closing Date, or such longer period as may be required by Law, provided, however, Seller shall provide written notice to Purchaser after the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access expiration of such seven year period if Seller desires to all dispose of or destroy such books and records and shall provide Purchaser with the right to copy or take possession of such books and records.
(subject to requirements under any confidentiality agreementsb) Purchaser agrees that from and after the Closing Date, if applicable), as well as any appraisals of the Collateralit will permit Seller and its Representatives, during regular normal business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice hours and with reasonable frequencynotice, but in any event(i) to have access to its properties, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals employees and other papers, auditors and permit the Administrative Agent, the Collateral Agent to examine and their respective representatives take copies of all books and advisors records of Seller which are delivered to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders Purchaser pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; , (ii) furnish to the representatives of Seller such additional financial and at any reasonable time other information regarding the Business and the Transferred Assets as Seller may from time to time during regular business hoursreasonably request and (iii) make available to Seller the employees of Purchaser that Seller reasonably requires on such terms and conditions and for such periods of time as Purchaser shall reasonably determine, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof employees whose assistance, testimony or presence is necessary to visit assist Seller in evaluating or defending any Claims or in discharging such responsibilities or obligations, including the properties presence of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agentsuch persons as witnesses in hearings or trials for such purposes, in each case at the expense of the Borrower (provided, however, that Seller shall pay to Purchaser a commercially reasonable hourly rate for the Borrower shall actual time spent by such employees providing such assistance, presence or testimony . All books and records included in the Transferred Assets will be preserved by Purchaser for a period of not less than seven years following the Closing Date, or such longer period as may be required by Law, provided, however, Purchaser shall provide written notice to pay Seller after the expenses expiration of more than one such visit a seven year unless an Event period if Purchaser desires to dispose of Default has occurred or destroy such books and is continuing).
(b) Grant access to records and shall provide Seller with the right to inspect all final reports, final audits (copy or take possession of such books and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating to the Real Property Assets with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timerecords.
Appears in 1 contract
Access to Books and Records. (a) Maintain Following the Effective Date, upon any reasonable request from the Recipient or cause its Representatives, the Administrator shall (i) provide to be maintained at all times true the Recipient and complete books its Representatives reasonable access during normal business hours to the Books and records in all material respects in a manner consistent Records, provided that, such access does not unreasonably interfere with GAAP in all material respects the conduct of the financial operations business of the Borrower Administrator and (ii) permit the Guarantors Recipient or its Representatives to make and provide retain copies of such Books and Records, in each case, at no cost to the Administrative Agent, Recipient or its Representatives (other than for reasonable and documented out-of-pocket expenses). The Recipient shall give the Collateral Agent Administrator reasonable prior written notice of the need for such access and their respective representatives and advisors shall comply with any reasonable written instructions provided by the Administrator in connection with the use of or access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the CollateralAdministrator’s information, during regular business hourspersonnel, in order that the Administrative Agent facilities, office and the Collateral Agent storage space. Subject to Section 3.7, such Books and Records may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders requested pursuant to this Section 6.2(a) for any reasonable business or regulatory purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, securities disclosure, compliance with contractual obligations of the Recipient or its Affiliates or other similar purposes (other than for purposes relating to claims between the Recipient and the Administrator or any of their respective Affiliates under this Agreement or for otherwise ascertaining compliance any Transaction Agreement). The Administrator shall cooperate with this Agreement; and at any reasonable time and from time to time during regular business hours, upon reasonable notice Governmental Authority having jurisdiction over the Recipient in providing access to the Borrower, permit Books and Records that are under the Administrative Agent, the Collateral Agent, and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties control of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing)Administrator.
(b) Grant Notwithstanding anything to the contrary contained in this Agreement, the Administrator shall have no obligation to disclose or make available to the Recipient or its Representatives, or to provide the Recipient or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any employee (in such capacity as employee and not as a policyholder of Recipient), (ii) except as set forth in the right to inspect all final reportsPurchase Agreement, final audits any Tax Return filed by the Administrator or any of its Affiliates or predecessors, any Tax records (and draft reports and audits where no final reports except for Tax records (or audits are availableportions thereof) and other similar internal information of the Borrower relating to the Real Property Assets prepared solely with respect to environmental matters upon reasonable notice, and obtain any third party verification of matters relating to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to time.the
Appears in 1 contract
Sources: Third Party Administration Agreement (Prudential Annuities Life Assurance Corp Variable Account B)
Access to Books and Records. (a) Maintain or PIC shall, and shall cause its Affiliates and Agency Markets’ Insurer Subsidiaries to, upon reasonable notice, provide LMIC and its Representatives access, at LMIC’s sole cost and expense, to be maintained at all times true review, inspect, examine and complete books reproduce the books, records, accounts, policies and records in all material respects in a manner consistent with GAAP in all material respects procedures of PIC, its Affiliates and Agency Markets’ Insurer Subsidiaries, including policy and claims administration guidelines, relating to the financial operations of the Borrower Run-Off Liabilities, including any audits conducted by PIC, its Affiliates and the Guarantors and provide the Administrative Agent, the Collateral Agent and their respective representatives and advisors reasonable access to all such books and records (subject to requirements under any confidentiality agreements, if applicable), Agency Markets’ Insurer Subsidiaries as well as any appraisals unaudited information provided to Agency Markets in connection with Agency Markets’ public company reporting requirements, at the place such records are located, and to discuss such matters with the employees, external auditors and external actuaries of PIC, its Affiliates and Agency Markets’ Insurer Subsidiaries that are knowledgeable about such records, without undue disruption of the Collateralnormal operations of PIC, during regular business hoursits Affiliates and Agency Markets’ Insurer Subsidiaries.
(b) LMIC and its Representatives shall have the right, in order that the Administrative Agent at its sole cost and the Collateral Agent may upon reasonable prior notice and with reasonable frequencyexpense, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals and other papers, and permit the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representatives) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time and conduct audits from time to time during regular business hourstime, upon reasonable notice to PIC, of the Borrowerrelevant books, permit the Administrative Agentrecords, the Collateral Agentaccounts, policies, practices and procedures, including policy and claims administration guidelines of PIC, its Affiliates and Agency Markets’ Insurer Subsidiaries related to Run-Off Liabilities.
(c) LMIC shall reimburse PIC for any reasonable out-of-pocket costs that PIC, its Affiliates or Agency Markets’ Insurer Subsidiaries incur in providing assistance to LMIC and its Representatives in connection with this Section 10.1.
(d) PIC shall, and shall cause its Affiliates and Agency Markets’ Insurer Subsidiaries to, use its and their reasonable best efforts to assist and cooperate with LMIC and its Representatives in providing access to the files, books, records and accounts of PIC, its Affiliates and Agency Markets’ Insurer Subsidiaries relating to Run-Off Liabilities.
(e) Notwithstanding any agents or representatives (includingother provision of this Section 10.1, without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each case at the expense of the Borrower (provided, that the Borrower PIC shall not be required obligated to pay the expenses of more than one provide such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant access to any files, books, records, accounts, policies and procedures, employees or information if PIC 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 or waive the protection of an attorney-client privilege;provided, however, that LMIC shall have the right to inspect all final reports, final audits (and draft reports and audits where no final reports or audits are available) and other similar internal information of the Borrower relating require PIC to the Real Property Assets with respect use its reasonable best efforts to environmental matters upon reasonable notice, and obtain any third party verification of matters relating take steps in order to the Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timeprovide such access without causing such violations.
Appears in 1 contract
Sources: Aggregate Stop Loss Reinsurance Agreement (Liberty Mutual Agency Corp)
Access to Books and Records. (a) Maintain or cause to be maintained at all times true and complete books and records in all material respects in a manner consistent with GAAP in all material respects of the financial operations of the Borrower and Borrower, the Guarantors and NBGL and customer lists in connection with the business of the Borrower, the Guarantors and NBGL; and provide the Administrative Agent, the Collateral Agent and its representatives (including representatives of the Banks, who shall accompany the Agent and who shall pay their respective representatives and advisors reasonable own costs in connection therewith) access to all such books books, records and records (subject to requirements under any confidentiality agreements, if applicable), as well as any appraisals of the Collateral, customer lists during regular business hours, in order that the Administrative Agent and the Collateral Agent may upon reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of Default has occurred and is continuing, no more than one time per year, examine and make abstracts from such books, accounts, records, appraisals customer lists and other paperspapers (including, and permit but not limited to, Inventory included in the Administrative Agent, the Collateral Agent and their respective representatives and advisors to confer with the officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall be given the right to participate in such discussions with such representativesBorrowing Base) of the Borrower and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered by the Borrower or Borrower, the Guarantors or NBGL to the Administrative Agent or the Lenders Banks pursuant to this Agreement or Agreement, for otherwise ascertaining compliance with this AgreementAgreement and for such other purposes as the Agent may reasonably request; and at any reasonable time and from time to time during regular business hours, upon reasonable notice to the Borrower, permit the Administrative Agent, the Collateral Agent, Agent and any agents or representatives (including, without limitation, appraisers) thereof to visit the properties of the Borrower and with a view to, among other things, ascertaining compliance with the Borrowing Base. The Borrower, the Guarantors and NBGL jointly and severally agree to conduct examinations of and pay to monitor the Collateral held by Agent the Collateral Agent, in customary per diem rates plus reasonable out-of-pocket expenses for each case at the expense of the Borrower (providedAgent's examiners and the reasonable costs to the Agent with respect to third party examiners, that the Borrower shall not be required for a total of three examinations per calendar year prior to pay the expenses of more than one such visit a year unless an Event of Default has occurred and is continuing).
(b) Grant for unlimited examinations after an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Agent shall be provided with access to all customer lists of the Borrower, the Guarantors and NBGL and the right Agent shall be permitted to inspect all final reportscopy and use such customer lists, final audits computer programs and data (but not sell such customer lists, computer programs and data) in connection with the exercise of its rights and remedies under this Agreement and/or the Security Documents. The Borrower, the Guarantors and NBGL each agree not to agree to (and draft reports and audits where no final reports to cause NBGL to agree not to agree to), or audits are available) and other similar internal information of suffer the Borrower relating creation of, any Lien on any customer lists, computer programs or data, provided, however, that the Agent consents to the Real Property Assets with respect grant by the Borrower, the Guarantors and NBGL of rights to environmental matters upon reasonable noticeaccess and use of customer lists, computer programs and obtain any third party verification of matters relating data to the Release or alleged Release Receivables Agent and "Collateral Agent" in connection with the Receivables Agreement Documents pursuant to terms that are substantially the same as those set forth in the immediately preceding two sentences of Hazardous Materials at the Real Property Assets and compliance with Environmental Laws and requirements of Airport Authorities with respect to environmental matters (for matters that would impact the value of the Real Property Assets) reasonably requested by the Administrative Agent at any time and from time to timethis Section 5.07.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Carson Pirie Scott & Co /Il/)