Common use of Access to Management Clause in Contracts

Access to Management. The Sellers agree that, prior to the Closing Date, the Purchaser shall be permitted access to (during normal business hours) the Company Properties, including access to perform environmental assessments (which may include sampling of media when permitted by the penultimate sentence of this Section 6.1), books, Contracts, commitments, Tax Returns and other records relating to the Tax attributes of the Companies and Subsidiaries, and (subject to the general rule set forth in the fourth sentence of this Section 6.1) access to such officers, employees, consultants, agents, accountants, attorneys and other representatives of each Company and Subsidiary as Purchaser may reasonably request; provided, however, that Purchaser's access shall not materially disrupt or interfere with the operation of the business. In connection with access matters related to this Section 6.1, all Purchaser access requests shall be made by ▇▇▇▇ ▇. ▇▇▇▇▇▇, as Purchaser's designated representative or such other person as shall be designated by Purchaser in writing from time to time. All such Purchaser access requests shall be made to ▇▇▇ ▇▇▇▇▇▇▇ as Sellers' designated representative or such other person as shall be designated by Sellers in writing from time to time. It is understood that, as a general rule, such access will be limited to discussions with or presentations by senior management personnel of each Company and Subsidiary, except as necessary for Purchaser to perform environmental assessments. Purchaser shall reimburse Sellers and each Company and Subsidiary for the reasonable out-of-pocket costs and expenses incurred by Sellers and each Company and Subsidiary in complying with requests made by Purchaser in connection with this Section 6.1. With respect to environmental audits, the Purchaser may conduct (i) Phase I investigations of the Company Properties in Piedras Negras, Mexico and Thailand in accordance with ASTM 1527-05 and environmental compliance audits and (ii) related Phase II investigation, if any, activities (including sampling of media), to the extent such activities are recommended in the Phase I report to address specific "Recognized Environmental Conditions". The Sellers and the Purchasers shall reasonably agree on the scope and timing of such environmental assessments, and the Purchaser shall deliver the consultant reports delivered in connection with such environmental assessments.

Appears in 2 contracts

Sources: Purchase Agreement (Tecumseh Products Co), Purchase Agreement (Tecumseh Products Co)

Access to Management. The Sellers agree that, prior to the Closing Date, the Purchaser shall be permitted access to (during normal business hours) the Company Properties, including access to perform environmental assessments (which may include sampling of media when permitted by the penultimate sentence of this Section 6.1), books, Contracts, commitments, Tax Returns and other records relating to the Tax attributes of the Companies and Subsidiaries, and (subject to the general rule set forth in the fourth sentence of this Section 6.1) access to such officers, employees, consultants, agents, accountants, attorneys and other representatives of each Company and Subsidiary as Purchaser may reasonably request; provided, however, that Purchaser's ’s access shall not materially disrupt or interfere with the operation of the business. In connection with access matters related to this Section 6.1, all Purchaser access requests shall be made by M▇▇▇ ▇. ▇▇▇▇▇▇, as Purchaser's ’s designated representative or such other person as shall be designated by Purchaser in writing from time to time. All such Purchaser access requests shall be made to J▇▇ ▇▇▇▇▇▇▇ as Sellers' designated representative or such other person as shall be designated by Sellers in writing from time to time. It is understood that, as a general rule, such access will be limited to discussions with or presentations by senior management personnel of each Company and Subsidiary, except as necessary for Purchaser to perform environmental assessments. Purchaser shall reimburse Sellers and each Company and Subsidiary for the reasonable out-of-pocket costs and expenses incurred by Sellers and each Company and Subsidiary in complying with requests made by Purchaser in connection with this Section 6.1. With respect to environmental audits, the Purchaser may conduct (i) Phase I investigations of the Company Properties in Piedras Negras, Mexico and Thailand in accordance with ASTM 1527-05 and environmental compliance audits and (ii) related Phase II investigation, if any, activities (including sampling of media), to the extent such activities are recommended in the Phase I report to address specific "Recognized Environmental Conditions". The Sellers and the Purchasers shall reasonably agree on the scope and timing of such environmental assessments, and the Purchaser shall deliver the consultant reports delivered in connection with such environmental assessments.

Appears in 1 contract

Sources: Purchase Agreement (Regal Beloit Corp)