Access to Information and Personnel Clause Samples
Access to Information and Personnel. (a) From the date hereof until the Closing, upon reasonable notice, the Bally Entities shall cause each of their respective Affiliates and each of their respective Representatives to (i) afford Purchaser and its authorized Representatives reasonable access to the offices, properties and books and records with respect to the Business, (ii) furnish to the Representatives of Purchaser such additional environmental, financial and operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request and (iii) afford Purchaser and its authorized Representatives reasonable access to the management, marketing personnel and senior-level consultants of the Business and the Facilities during normal business hours and for reasonable periods of time, individually and collectively; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of the Sellers’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Business Owners shall not be required to disclose any information to Purchaser if such disclosure would, in the Sellers’ reasonable discretion, (i) cause significant competitive harm to the Business if the Transactions are not consummated; provided, however, that the Sellers’ shall provide such information to Dechert LLP subject to and in accordance with the Dechert NDA, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding Contract entered into prior to the date hereof.
(b) In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, for a period of seven years after the Closing, Purchaser shall (i) retain the books and records relating to the Business and the Company relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the Representatives of the Sellers reasonable access (including the right to make, at the Sellers’ expense, photocopies), during normal business hours, to such books and records.
(c) In order to facilitate the resolution of any claims made against or incurred by Purchaser or the Company relating to the Business, for a period of seven years after the Closing, the Sellers shall (i) retain the books and records in their posses...
Access to Information and Personnel. (a) For so long as either (x) an Investor is entitled to designate at least one Investor Director Designee pursuant to Section 3.1(a) or (y) an Investor has provided a written request, the Company will deliver, or will cause to be delivered, the following to such Investor (unless such Investor has informed the Company that it does not wish to receive any such information):
(i) unaudited consolidated quarterly financial reports of the Company and its consolidated subsidiaries prepared in accordance with GAAP for the first three fiscal quarters of each year, which shall be provided no later than the date upon which the Form 10-Q for the Company is due for such fiscal quarter;
(ii) audited consolidated annual financial reports of the Company and its consolidated subsidiaries prepared in accordance with GAAP, which shall be provided no later than the date upon which the Form 10-K for the Company is due for such fiscal year;
(iii) as soon as available after each month and in any event within 15 days after the date on which such information is delivered in final form to the Board, unaudited consolidated monthly financial reports of the Company and its consolidated subsidiaries prepared in accordance with GAAP;
(iv) the annual business plan (including operating budget and capital expenditures presented on a monthly basis); and
(v) such other information and data as the Investor may reasonably request in connection with its ownership of Common Stock, including, but not limited to any information necessary to assist such Investor in preparing its tax, regulatory or other similar filings or as otherwise required for administrative purposes.
(b) The Company shall, and shall cause its Subsidiaries to, provide the Avista Investor Group and the Crestview Investor Group, as applicable, full access to all books, records, policies and procedures, internal audit and compliance reports, and to officers, personnel, accountants and other representatives of the Company and its Subsidiaries and their respective businesses, whether located in the United States or outside the United States, including, without limitation, the right to audit any such books, records, policies and procedures, and reports and to make copies therefrom.
Access to Information and Personnel. Magellan agrees that the Purchaser shall have the right to speak to any Magellan personnel and make such further review as it deems necessary or advisable, provided that the Purchaser shall exercise reasonable efforts to coordinate such review with Magellan and to minimize disruption to Magellan's operations. Notwithstanding the foregoing, nothing herein contained shall be deemed to provide the Purchaser with the right to terminate this Agreement or any Transaction Document as a result of any such review, and the results of such review shall not be a condition to the Closing of the Transaction Documents.
Access to Information and Personnel. In addition to the access provided to the City-County Representative as set forth in this paragraph 15, all material non-privileged written and electronic communications from or to ArenaCo will include the City-County Representative on the distribution list and will promptly be furnished to the City-County Representative. All material non-privileged documents and other information in all media generated by any of the Key Project Personnel in connection with the Project will be made available to the City-County Representative on a timely basis upon the City-County Representative’s request.
Access to Information and Personnel. Seller and AGA-USA shall, and shall cause the JV Entities and applicable AGA Subsidiaries to, afford to Purchaser and its accountants, counsel and other representatives reasonable access, upon reasonable notice during normal business hours during the period prior to the Closing, to all individuals who may be JV Employees, and to the personnel properties, books, contracts, commitments, Tax Returns and records of or pertaining to the JV Entities, the JV Assets and the Assumed JV Liabilities, and, during such period shall furnish promptly to Purchaser any information concerning a JV Entity, JV Asset or Assumed JV Liability as Purchaser may reasonably request; provided, however, that such access does not unreasonably disrupt the normal operations of the JV Entities and applicable AGA Subsidiaries.
Access to Information and Personnel. CHE shall (and shall cause each of its subsidiaries to) afford to officers, employees, counsel, accountants and other authorized representatives of Parent ("Parent Representatives") reasonable access, during normal business hours throughout the period prior to the Closing Date, to its properties, books and records, such access not to unreasonably interfere with CHE's business or operations, and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to such Parent Representatives all information concerning its business, properties and personnel as may reasonably be requested; provided, however, that access to any of Seller's restaurants and discussions with any landlord under any Lease or any of Seller's lenders shall be scheduled in advance with, and subject to the prior approval, not to be unreasonably withheld, of the Chief Executive Officer or President of CHE, and CHE shall have an opportunity to participate in such discussions. Parent shall have the right to meet with, interview, discuss and plan with Seller's Senior Vice President of Operations, regional managers, corporate chef and such others in the operational, marketing, purchasing, accounting or financial groups as Parent may reasonably desire, provided, however, that any such meetings, interviews or discussions shall be scheduled in advance with, and subject to the prior approval not to be unreasonably withheld, of the Chief Executive Officer or President of CHE, and any out-of-pocket travel or other travel related expenses related to such meetings, interviews or discussions shall be paid by Parent. Parent acknowledges CHE's interest that the Parent Representatives' investigations be as discreet as possible and not unduly disrupt the operations of CHE, and Parent will work diligently to complete the Parent Representatives' investigations in a timely manner so long as CHE cooperates in making the records and personnel available to Parent in a timely fashion. Nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control or direct CHE's operations prior to the Closing.
Access to Information and Personnel. 6.1.1 From the date hereof to Completion, the Sellers shall cause each Acquired Company to afford to the Purchasers and the Bidder Representatives such reasonable access as they may from time to time request, during normal business hours and in a manner that is not likely to be disruptive to the operations of such Acquired Company, to such Acquired Company’s personnel, properties, books and records for the purposes of facilitating an orderly transition of the ownership of the Acquired Group after Completion; provided that no Seller or Acquired Company shall be required to provide any information or access that such Person believes could violate Applicable Law, including Competition Laws, or the terms of any confidentiality agreement or confidentiality provision in any Contract or adversely impact any privilege, including legal professional privilege.
6.1.2 All information received by, or made available to, the Purchasers, their Affiliates and the Bidder Representatives under this Clause 6.1 or otherwise pursuant to this Agreement will be held by the Purchasers, their Affiliates and the Bidder Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of, the Confidentiality Agreement, which is incorporated herein by reference.
6.1.3 It is expressly understood and agreed that, without the prior written consent of the Sellers which consent may be granted or withheld in the Sellers’ sole and absolute discretion, nothing in this Agreement shall be construed to grant the Purchasers, any of their Affiliates or any Bidder Representative the right to perform any Phase I, Phase II or other environmental testing on any of the properties of any Acquired Company prior to Completion.
Access to Information and Personnel. In addition to the access provided to the City-County Representative as set forth in this paragraph 16, all material non-privileged written and electronic communications from or to ArenaCo will include the City-County Representative on the distribution list and will promptly be furnished to the City-County Representative. All material non-privileged documents and other information in all media generated by any of the Key Project Personnel in connection with the Project will be made available to the City-County Representative on a timely basis upon the City-County Representative’s request. Labor Peace Agreement. Following the execution of the Umbrella Agreement, ArenaCo will enter into a "labor peace agreement" providing for the matters specified in the draft agreement set forth in Exhibit A attached hereto and incorporated herein. Key Arena.
Access to Information and Personnel. Section 4.1 Access to Information 16 Section 4.2 Privilege 17 Section 5.1 Confidential Information 17 Section 5.2 Intellectual Property and Data 20
Access to Information and Personnel. Until the Closing Financial Statements become final and binding in accordance with this Section 3.5, the Seller and its representatives shall have reasonable access, during normal business hours and upon reasonable notice, to (i) the books and records and financial systems of the Buyer and all relevant work papers, schedules, memoranda and other documents prepared by the Buyer and its representatives in connection with the Buyer’s preparation of the Closing Financial Statements and the calculation of the amounts in the Closing Report (subject to customary confidentiality agreements that may be reasonably requested by the applicable representatives of the Buyer), (ii) finance personnel of the Buyer and (iii) any other information which the Seller reasonably requests. The Buyer shall cooperate reasonably with the Seller and its representatives in connection therewith.