Access to Information and Employees Clause Samples

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish, to the extent prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations, and statements of cash flow, and all other information concerning its business, properties and personnel as Parent may reasonably request. (b) During the period between the date hereof and the Effective Time, the Company shall provide, and shall cause its Subsidiaries and its and their Representatives to provide, to Parent and to the Representatives of Parent, reasonable cooperation that may be reasonably requested by Parent in connection with the Financing to be incurred by Parent in order to consummate the transactions contemplated hereby, including but not limited to using commercially reasonable efforts to cause its advisors to provide financial statements and comfort letters that may be reasonably requested and are otherwise customary for such Financing. (c) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) The Company acknowledges that, prior to the Effective Time, Parent or its Representatives may make available to the Company or its Representatives certain information that is confidential, proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries and/or studies and that all such confidential material given by or on behalf of Parent to the Company will not be disclosed, reproduced, disseminated, quoted or referred by the Company or any of its Subsidiaries or Representatives to any Person.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company, and shall furnish Parent and Merger Sub with (i) monthly financial reports, when available; (ii) all preclinical, clinical and manufacturing reports that are provided to senior management of the Company and (iii) such other financial, operating and other data as Parent or Merger Sub, through its Representatives, may reasonably request. (b) No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information and Employees. The LLC Parties shall permit, upon reasonable notice during normal business hours, UbiquiTel Parent and its Representatives (as defined herein) to visit and inspect any of the properties of the LLC Parties and the LLC Subsidiary, including books and records, and to discuss the affairs, finances and accounts of the LLC Parties and the LLC Subsidiary, and UbiquiTel Parent's prospects, plans and intentions with the LLC Parties' officers, certain employees (as allowed by the LLC Parties), brokers and independent UbiquiTel Parent accountants, as often as any such person may deem necessary or desirable and reasonably request. Notwithstanding anything in this Section 9.2 to the contrary, prior to any investigation contemplated herein, UbiquiTel Parent and/or its Representatives shall notify ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of the LLC Parties and request consent to conduct the foregoing actions (which consent may not be unreasonably withheld). For purposes of this Agreement, "

Access to Information and Employees. Upon reasonable notice, subject to applicable antitrust and other Laws, the Acquired Targets shall, and shall cause each of the Acquired Subsidiaries to, (i) afford to Buyer and the Representatives of Buyer, reasonable access during normal business hours during the period from the date hereof to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 10.1, to the Acquired Companies’ existing books and records, properties, businesses, operations and all financial, operating, Tax and other data and information of the Acquired Companies with respect to their respective Businesses as Buyer reasonably requests; provided, however, that any such access shall be conducted at Buyer’s expense, at reasonable times, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to unreasonably interfere with the normal operation of the business of the Acquired Companies; provided, further, that no Phase II environmental reviews or other intrusive environmental studies or tests with respect to the real property subject to the Real Property Leases or Owned Real Property shall be conducted. The Acquired Companies shall reasonably cooperate with Buyer and its Representatives in connection with such access and examination, and Buyer and its Representatives shall reasonably cooperate with the Acquired Companies and use their commercially reasonable efforts to minimize any disruption to the Acquired Companies. Notwithstanding the foregoing provisions of this Section 7.1 or any other provision of this Agreement, (x) none of the Acquired Companies shall be required to provide to Buyer documents that are subject to a confidentiality agreement that has not been duly waived; provided, that the Acquired Companies shall use commercially reasonable efforts to provide extracts or summaries of protected information or otherwise provide such protected information in a manner that would not jeopardize the applicable protection, and (y) all documents or other information subject to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilege, to the extent applicable, and Buyer and the Acquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. Buyer agrees that it will not, and it will cause its Representatives not to, use any information o...

Access to Information and Employees. Following execution of this Letter of Intent, both Parties will afford the other Party and their officers, employees, agents and advisors reasonable access to the properties, books and records (including, without limitation, financial, operating and other data) at reasonable times in order to permit both Parties to make such investigation of the business, properties and operations.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause the Representatives of the Company to, afford the Representatives of Parent reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of the Company. (b) From the date hereof to the Effective Time, Parent shall, and shall cause the Representatives of Parent to, afford the Representatives of the Company reasonable access during normal business hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records of Parent. (c) No investigation pursuant to this Section 5.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. (d) Parent and Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement.

Access to Information and Employees. Upon the request of Carlyle, MHI shall give Carlyle and its representatives reasonable access to any and all information in its possession relating to each of the proposed Sites and proposed Projects that are the subject matter of this Agreement and shall make available (by telephone) to Carlyle and its representatives those of its officers, employees and representatives as Carlyle and its representatives shall reasonably request for the purpose of allowing Carlyle to determine whether or not to participate in the development of a particular Selected Site and Project.

Access to Information and Employees. ▇▇▇▇▇▇▇ shall give PREI and its representatives access to any and all information in its possession relating to each of the Eligible Investments or Ventures that are the subject matter of this Agreement and shall, in furtherance thereof, make available to PREI and its representatives those of its officers, employees and representatives as PREI and its representatives shall reasonably request.

Access to Information and Employees. Sellers shall permit, upon reasonable notice during normal business hours, Buyer and its Representatives (defined below) to visit and inspect any of the properties of the Company or the Subsidiaries, including books and records, and to discuss the affairs, finances and accounts of the Company and the Subsidiaries and the Buyer's prospects, plans and intentions with Company's and Subsidiary's officers, employees, brokers and independent public accountants, as often as any such person may deem necessary or desirable and reasonably request.