Access to Information and Premises Sample Clauses

The 'Access to Information and Premises' clause grants one party the right to enter the other party’s facilities and review relevant documents or information as needed for the purposes of the agreement. Typically, this access is provided during normal business hours and may be subject to reasonable notice and confidentiality obligations. The core function of this clause is to facilitate oversight, ensure compliance with contractual obligations, and allow for necessary inspections or audits, thereby reducing the risk of misunderstandings or non-compliance.
Access to Information and Premises. (a) The Company shall provide Parent and its Representatives full access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under Applicable Law) and the Company’s and Company Subsidiaries’ premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiary with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of the Company or the Company Subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall promptly provide to Parent a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the requirements of federal and state banking laws or federal or state securities laws, and a copy of each report filed by it or any Company Subsidiaries with any Governmental Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or the disclosure of which would violate any Applicable Law. The Company shall also provide, and shall cause each Company Subsidiary to provide, to Parent all information provided to the board of directors of such Persons, or to the members of such board’s committees, in connection with all meetings of such board of directors or committees thereof, or otherwise provided to such directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or any Company Subsidiary; in each case other than portions of such documents: (1) relating to confidential supervi...
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Access to Information and Premises. (a) The Company and Parent shall each provide the other Party and its Representatives full access, during normal business hours and on reasonable advance notice, to further information (to the extent permissible under Applicable Law) and to each other’s premises for purposes of (i) observing the other Party’s and its subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by such other Party and its subsidiaries with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT Assets; provided, however, that the foregoing actions shall not (x) unduly interfere with the business operations of such Party or its subsidiaries, (y) require the disclosure of any matter that is subject to attorney-client, attorney work product or other legal privilege (provided, however, that withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege) or (z) require the disclosure of any matter that would violate Applicable Law or any duty. (b) Each Party will use such information as is provided to it solely for the purpose of conducting business, legal and financial reviews of the other party and its subsidiaries and for such other purposes as may be related to this Agreement, and each Party will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Parent dated December 11, 2015 (the “Confidentiality Agreement”).
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Access to Information and Premises. From the Execution Date until the Closing, Seller shall afford to representatives of Buyer reasonable access to Seller’s premises, upon written prior notice and appointment, for the purposes of inspecting the Purchased Assets and examining the Books and Records and contracts of Seller pertaining to the Purchased Assets; provided, however, that any such inspection shall be conducted in a manner that is not disruptive to the operation of the Business.
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Access to Information and Premises. Each party shall (and cause each of its subsidiaries and affiliates as applicable) to afford to the other (and its officers, employees, accountants, counsel, financial advisors and other representatives) access during normal business hours and on reasonable notice during the period prior to the Closing Date to all of its respective documents and records concerning its respective properties, books, contracts, commitments, personnel, customers, vendors and records and all other information concerning its respective business, properties and personnel as Company or Buyer may reasonably request.
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Access to Information and Premises. For the reasonable ---------------------------------- purposes of the Agreement and subject to the terms of the Confidentiality Agreement referred to in Section 9.3.3, (i) provide Buyer and its accountants, counsel and other authorized representatives full access to any and all premises, properties, agreements, books, records and other information (including Tax returns filed and those in preparation) of DR Holdco and the Company, and (ii) cause its officers to furnish to Buyer and its authorized representatives any and all financial, technical and operating data and other information pertaining to DR Holdco or the business of the Company as Buyer may from time to time request; provided, however, that (a) such access ------------------ shall not unreasonably interfere with DR Holdco or the business of the Company and shall be subject to customary safety standards, (b) such access shall only be with prior notice to the Company, (c) in the reasonable judgment of the Company, the furnishing of such information will not cause DR Holdco or the Company to be in violation of any Law, and (d) no information subject to a requirement of confidentiality on the part of DR Holdco or the Company shall be provided to Buyer except in a manner which complies with applicable confidentiality agreements.
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Access to Information and Premises. (a) The Company shall provide Wintrust and its representatives reasonable access, during normal business hours and on reasonable advance notice to the Company, to further information (to the extent permissible under applicable law) and the Company’s and the Bank’s premises for purposes of (i) observing the Company’s and the Company Subsidiaries’ business activities and operations and to consult with their officers and employees regarding the same on an ongoing basis to verify compliance by the Company and the Company Subsidiaries with all terms of this Agreement, and (ii) making all necessary preparations for conversion of the Bank’s IT systems; provided, however, that the foregoing actions shall not unduly interfere with the business operations of the Company or the Company Subsidiaries. (b) Wintrust will use such information as is provided to it by the Company and the Company Subsidiaries, or representatives thereof, solely for the purpose of conducting business, legal and financial reviews of the Company and the Company Subsidiaries and for such other purposes as may be related to this Agreement, and Wintrust will, and will direct all of its agents, employees and advisors to, maintain the confidentiality of all such information in accordance with the terms of the letter agreement regarding confidentiality entered into by and between the Company and Wintrust dated February 4, 2014 (the “Confidentiality Agreement”).
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Access to Information and Premises. The Representing Sellers shall cause the Company and each of its Subsidiaries to afford to the Buyer and to the officers, employees working on the transaction, accountants, counsel, financial advisors and other representatives of the Buyer with a "need to know" reasonable access during normal business hours and on reasonable notice to the Company during the period prior to the Closing Date to its respective documents and records concerning its respective properties, books, contracts, commitments, personnel, customers, vendors and records and all other information concerning its respective business, properties and personnel as the Buyer may reasonably request.
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Related to Access to Information and Premises

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

  • Access to Information Systems Access, if any, to DXC’s Information Systems is granted solely to perform the Services under this Order, and is limited to those specific DXC Information Systems, time periods and personnel as are separately agreed to by DXC and Supplier from time to time. DXC may require Supplier’s employees, subcontractors or agents to sign individual agreements prior to access to DXC’s Information Systems. Use of DXC Information Systems during other time periods or by individuals not authorized by DXC is expressly prohibited. Access is subject to DXC business control and information protection policies, standards and guidelines as may be modified from time to time. Use of any other DXC Information Systems is expressly prohibited. This prohibition applies even when an DXC Information System that Supplier is authorized to access, serves as a gateway to other Information Systems outside Supplier’s scope of authorization. Supplier agrees to access Information Systems only from specific locations approved for access by DXC. For access outside of DXC premises, DXC will designate the specific network connections to be used to access Information Systems.

  • Access to Company Information (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

  • Access to Data Operator shall make Data in the possession of the Operator available to the LEA within five (5) business days of a request by the LEA.