Access to Information and Facilities Clause Samples
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Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and its Subsidiaries, and shall make the officers and employees of the Company and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such mate...
Access to Information and Facilities. (a) From and after the date of this Agreement or such earlier time as Buyer and Sellers shall have mutually agreed, Sellers shall, and shall cause the Company to, give Buyer and Buyer's representatives unrestricted access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of the Company and shall make the officers and employees of the Company available to Buyer and its representatives as Buyer and its representatives shall from time to time request; provided, however, that access to Company Confidential Information shall be provided not later than ten Business Days prior to the Closing. Buyer and its representatives will be furnished with any and all information concerning the Company which Buyer or its representatives reasonably request.
(b) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Buyer will not, will cause its Affiliates not to, and will instruct its and its Affiliates' agents and financing sources not to disclose Company Confidential Information to any Person other than Buyer's employees, agents and financing sources on a "need to know" basis without the prior consent of the Company, unless compelled to disclose any such Company Confidential Information by judicial or administrative process or, in the opinion of Buyer's counsel, by other requirements of law.
(c) Except as may be reasonably necessary to carry out this Agreement and the transactions contemplated hereby, Sellers will not, will cause their Affiliates to not, and will instruct their and their Affiliates' agents and financing sources to not disclose any Buyer Confidential Information to any Person other than Sellers' or the Company's employees, agents and financing sources without the prior consent of Buyer, unless compelled to disclose any such Buyer Confidential Information by judicial or administrative process or, in the opinion of Sellers' counsel, by other requirements of law.
Access to Information and Facilities. Seller shall afford Buyer and its representatives full access during normal business hours to all facilities, properties, books, accounts, records, contracts and documents of or relating to the Business in Seller's possession or control, subject to reasonable advance notice and requirements that Buyer not interfere with the operations and activity of the Business; provided, that Seller shall have the right to have a representative present during such investigations and inspections.
Access to Information and Facilities. (a) From and after the date of this Agreement, the Company and each Company Subsidiary shall give the Parent Corporation and the Acquisition Corporation and their representatives access during normal business hours to all of the facilities, properties, books, contracts, commitments and records of the Company and each Company Subsidiary and shall make their respective officers and employees available to the Parent Corporation and the Acquisition Corporation and their representatives as the Parent Corporation or the Acquisition Corporation or their representatives shall from time to time reasonably request. The Parent Corporation and the Acquisition Corporation and their representatives will be furnished with any and all information concerning the Company and Company Subsidiaries which the Parent Corporation or the Acquisition Corporation or their representatives reasonably request.
(b) From and after the date of this Agreement, the Parent Corporation and each Parent Corporation Subsidiary and the Acquisition Corporation shall give the Company and its representatives access during normal business hours to all of the facilities, properties, books, contracts, commitments and records of the Parent Corporation and the Acquisition Corporation and shall make the officers and employees of the Parent Corporation and each Parent Corporation Subsidiary and the Acquisition Corporation available to the Company and its representatives as the Company or its representatives shall from time to time reasonably request. The Company and its representatives will be furnished with any and all information concerning the Parent Corporation and each Parent Corporation Subsidiary and the Acquisition Corporation, and, to the extent accessible to the Parent Corporation or its representatives, all information concerning Steag, which the Company or its representatives reasonably requests.
Access to Information and Facilities. Seller will afford Buyer and its representatives, at Buyer's sole expense, reasonable access during normal business hours to all Transferred Assets, facilities, properties, books, accounts, records, contracts and documents of or relating to the Business in Seller's possession or control. Seller shall exercise commercially reasonable efforts to furnish or cause to be furnished to Buyer and its representatives all data and information in Seller's possession concerning the Exchanges as shall reasonably be requested by Buyer. Seller shall exercise commercially reasonable efforts to gather additional Material Contracts for Buyer's review. Seller acknowledges and agrees that Buyer's ongoing review, examination and investigation of the Business and the Transferred Assets, facilities, properties, books, accounts, records, contracts and documents of or relating to the Business contemplated in the immediately preceding sentence is necessary to facilitate the assimilation of the Business into Buyer's operations, the transfer of the ownership and use of the Transferred Assets from Seller to Buyer and other reasonable business purposes, and may include the following activities:
(i) review of the Operating Contracts and Authorities, the performance of which after Closing is an Assumed Liability (e.g., land development agreements, 911 and E911 service agreements and customer prepaid maintenance agreements) in order, among other things, to identify those that require third party consent to assign to Buyer, those that expire prior to or soon after the Closing and those that may require special documentation to transfer to Buyer;
(ii) investigation of the third party arrangements included among the Excluded Assets that Buyer will need to replicate or replace, including interconnection agreements and national account agreements that affect any Exchange.
(iii) examination of various assets included in the Property in order, among other things, to determine what changes Buyer may need to make to such assets after the Closing Date;
(iv) investigation of miscellaneous underwriting data, including an insurance claims history of Seller relating to the operation of the Business and the ownership or use of the Transferred Assets, the current surety bonds and certificates of insurance relating to the Transferred Assets, and Seller's policies and practices relating to pertinent environmental, health, safety and property protection issues, in order for Buyer to arrange appropriate insu...
Access to Information and Facilities. From the date hereof until the Closing Date, the Company will afford the officers, employees, representatives, consultants, financing sources and agents of Purchaser full and complete access to any and all premises, properties, contracts, books, records, employees, representatives, consultants, Tax Returns and affairs of the Company (including, without limitation, access to properties in order to conduct environmental audits and reviews and access to all documents maintained or required to be maintained by the FDA and other United States, foreign, state and/or local agencies) and will cause its officers to furnish any and all financial, technical and operating data and other information pertaining to the Company (including any and all information relating to Intellectual Property), as Purchaser shall from time to time reasonably request in order to conduct operational and organizational reviews, strategic and tactical planning, due diligence and environmental audits and reviews, all in a manner that will not unnecessarily or unreasonably disrupt the Company's operations. To the extent commercially reasonable, Purchaser will confine its investigation, requests and presence on the Company's property to normal business hours. The Company shall also make available to Purchaser's transition structuring team of employees, consultants and advisors reasonable working space at its facilities. The Semlers shall direct the Company's officers, employees, representatives, consultants and agents to furnish any and all financial, technical and operational data and other information (including any and all information relating to Intellectual Property) relating to the Company, as Purchaser shall reasonably request in connection with the foregoing activities, the transactions contemplated hereby and Purchaser's anticipated conduct of the Company's business. The parties understand that the purpose of this provision is to permit Purchaser to conduct an ongoing due diligence review (acknowledging that Purchaser may not condition the Closing based on its due diligence review) and to permit Purchaser to arrange for a smooth transition in connection with the transactions contemplated hereby. The Semlers shall cause the Company to cooperate reasonably so as to permit Purchaser to achieve these goals. All information provided to Purchaser in connection with the transactions contemplated hereby shall be subject to the terms of that certain confidentiality agreement entered into betw...
Access to Information and Facilities. From and after the date hereof, each Seller shall give Purchaser and Purchaser's representatives access during normal business hours to all of the facilities, properties, books, Contracts, commitments and records of the Company and each Seller that relate to the Company, and shall make the Company's and each Seller's officers, directors, members, managers, and employees available to Purchaser and its representatives as Purchaser and its representatives shall from time to time request.
Access to Information and Facilities. Confidentiality.
(a) From and after the date of this Agreement, --------------- ESI shall give AEC and Acquisition Corp. and their representatives access during normal business hours and upon reasonable notice to all of the facilities, properties, books, contracts, commitments and records of ESI and shall make the officers and employees of ESI available to AEC and Acquisition Corp. and their representatives as AEC or Acquisition Corp. or their representatives shall from time to time reasonably request. AEC and Acquisition Corp. and their representatives will be furnished with any and all information concerning ESI which AEC or Acquisition Corp. or their representatives reasonably request. The obligations set forth in this Section 5.2 shall also apply to ----------- AEC and Acquisition Corp., mutatis mutandis. The investigation ------- -------- by and knowledge of ESI or AEC and the furnishing of information to each other shall not affect the right of such party to rely on the representations, warranties, covenants and agreements of the other party hereto.
(b) Each of ESI, on one hand, and AEC and Acquisition Corp., on the other hand, agrees for itself, and its respective representatives, to keep confidential all information furnished to it pursuant to this Section 5.2, except for information which is public or which is disclosed other than by a person subject to this Section 5.2(b). --------------
Access to Information and Facilities. (a) The Government Parties or their designees may visit any part of Inmarsat’s Domestic Communications Infrastructure to conduct on-site reviews concerning the implementation of the terms of this Agreement, and Inmarsat will provide unimpeded access for such on-site reviews.
(b) Inmarsat will voluntarily provide prompt and unimpeded access to and disclosure of all records and information concerning technical, physical, management, or other security measures, as needed by the Government Parties or their designees to verify compliance with the terms of this Agreement including the Implementation Plan.
Access to Information and Facilities. From and after the date hereof and subject to applicable Law, Seller shall give Metaldyne and Metaldyne's representatives reasonable access at reasonable times, on reasonable notice, to all of the Transferred Assets and the books and records of Seller used in or related to the Business (including, without limitation, the Facility), and shall make Seller's officers, managers and employees who have responsibility for the Business, reasonably available to Metaldyne and its representatives as Metaldyne and its representatives, in each case, shall from time to time request upon reasonable notice. All information and documents obtained by Metaldyne shall be subject to the Confidentiality Agreement between Metaldyne and Seller dated October 9, 2001.