Access to Properties, Books and Records Clause Samples
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Access to Properties, Books and Records. (a) From the date of this Agreement until the Effective Time, the Company will, and will cause each of its subsidiaries to, give representatives of Pulte full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to the Company's business, to all of their respective properties, books and records. Pulte will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Pulte or a subsidiary from a third party which, insofar as Pulte is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Pulte or a subsidiary before it was made available to Pulte or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Pulte or a subsidiary, or (v) Pulte reasonably believes is required to be included in the Registration Statement. If this Agreement is terminated prior to the Effective Time, Pulte will, at the request of the Company, deliver to the Company all documents and other material obtained by Pulte from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Pulte.
(b) From the date of this Agreement until the Effective Time, Pulte will, and will cause each of its subsidiaries to, give representatives of the Company full access during normal business hours, upon reasonable notice and in a manner that will minimize the disruption to Pulte's business, to all of their respective properties, books and records. The Company will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of Pulte or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Company or a subsidiary from a third party which, insofar as the Company is aware, is not under an obligation to Pulte, or to a subsidiary of Pulte, to keep the information confidential, (iii) was known to the Company or a subsidiary before it was made availab...
Access to Properties, Books and Records. Borrowers shall, and shall cause Guarantor to, (i) permit any of the officers, employees or representatives of Agent or (if accompanied by an officer, employee or representative of Agent) of any Lender to visit and inspect any of the Real Estate of Borrowers and (ii) permit any officers, employees or representatives of Agent to examine Borrowers' and Guarantor's books and records and make extracts therefrom and discuss the affairs, finances, and accounts of Borrowers and Guarantor with representatives thereof, during normal business hours, and as often as Agent may reasonably request upon prior telephone notice.
Access to Properties, Books and Records. Permit any of the officers, employees or representatives of Bank to visit and inspect any of the properties of Borrower and to examine its books and records and discuss the affairs, finances and accounts of Borrower with representatives thereof, during normal business hours, and as often as Bank may request.
Access to Properties, Books and Records. From the date of this Agreement until the Effective Time, the Company will, and will cause each of its subsidiaries to, give representatives of Acquisition full access during normal business hours to all of their respective properties, books and records. Acquisition will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Acquisition from a third party which, insofar as Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Acquisition or its affiliates (which include Holdings, Three Cities and Three Cities Research, Inc.) before it was made available to Acquisition or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Acquisition or its affiliates, or (v) Acquisition reasonably believes is required to be included in the Offering Documents, the Schedule 14D-9 or the Proxy Statement. If this Agreement is terminated prior to the Effective Time, Acquisition will, at the request of the Company, deliver to the Company all documents and other material obtained by Acquisition from the Company or a
Access to Properties, Books and Records. Prior to the Closing Date, Sellers shall, at GDSC's request, afford or cause to be afforded to the agents, attorneys, accountants and other authorized representatives of GDSC reasonable access during normal business hours to all employees, properties, books and records of Sellers with respect to the Dental Practice and shall permit such persons, at GDSC's expense, to make copies of such books and records. Sellers shall deliver to GDSC monthly financial statements of the Dental Practice promptly after they become available. GDSC shall treat, and shall cause all of its agents, attorneys, accountants and other authorized representatives to treat, all information obtained pursuant to this Section 5.01 as confidential in accordance with Section 12.01 hereof. No investigation by GDSC or any of its authorized representatives pursuant to this Section 5.01 shall affect any representation, warranty or closing condition of any party hereto or GDSC's rights to indemnification pursuant to Section 11.02 hereof.
Access to Properties, Books and Records. Until the Closing, Seller shall upon reasonable prior written notice and during regular business hours cooperate with Buyer to provide Buyer and its officers and authorized agents and representatives access to the properties (including visiting the Branches for integration planning purposes), books, records, files (including all of the Loan Files), documents and other information relating to the Assets and Liabilities as Buyer may reasonably request. Buyer and Seller each will identify to the other, within ten (10) calendar days after the date hereof, a selected group of their respective salaried personnel that shall constitute a “transition group” and will be available to Seller and Buyer, respectively, at reasonable times (limited to normal operating hours) to provide information and assistance in connection with Buyer’s investigation of matters relating to the Assets and Liabilities. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Seller’s records with respect to the Branches with Seller’s records for its other branches and operations not subject to this Agreement. Seller shall furnish Buyer with such additional financial and operating data and other information about Seller’s business operations at the Branches as the Seller determines may be reasonably necessary for the orderly transfer of the business operations of the Branches, the Assets and the Assumed Liabilities.
Access to Properties, Books and Records. Subject to Section 5.1 from the date of this Agreement until the Effective Time, the Company will, and will cause each of its subsidiaries to, give Parent’s Representatives reasonable access during normal business hours to all of their respective properties, books, records, contracts and agreements, reports, evaluations, title policies, financial and other information and files and cause its independent public accountants to make their audit work papers available to Parent’s Representatives and to answer questions related thereto and to the Company’s financial statements. Parent will, and will cause Parent’s Representatives to, hold all information received as a result of access to the properties, books and records of the Company or its subsidiaries in confidence in compliance with the Confidentiality Agreement. If this Agreement is terminated prior to the Effective Time, Parent will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent and Parent’s Representative’s from the Company or any of its subsidiaries in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent.
Access to Properties, Books and Records. From the date of this Agreement until the earlier of the Effective Time or the time this Agreement is terminated in accordance with Article 7, the Company will, and will cause each of its subsidiaries to, give representatives of Acquisition, and representatives of any lenders from which Acquisition is obtaining financing for the transactions which are the subject of this Agreement or financing for the Surviving Corporation after the Merger, full access during normal business hours to all of their respective properties, books and records. Acquisition will, and will cause its representatives to, hold all information it receives as a result of its access to the properties, books and records of the Company or its subsidiaries in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to Acquisition from a third party which, insofar as Acquisition is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (iii) was known to Acquisition or its affiliates (which includes the Three Cities Funds and Three Cities Research, Inc.) before it was made available to Acquisition or its representative by the Company or a subsidiary, (iv) otherwise is independently developed by Acquisition or its affiliates, or (v) Acquisition reasonably believes (after consultation with the Company and its counsel) is required to be included in the Offering Documents, the Schedule 14D-9 or the Proxy Statement. If this Agreement is terminated prior to the Effective Time, Acquisition will, at the request of the Company, deliver to the Company all documents and other material obtained by Acquisition from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Acquisition.
Access to Properties, Books and Records. (a) From the date of this Agreement until the Closing Date, the Seller will give representatives of the Buyer access to the properties included in the Purchased Assets and to the Seller's books and records relating to the Purchased Assets and the business done with them, and to the Assumed Obligations. In addition, not later than November 27, 1995, the Seller will give the Buyer (i) a list of the twenty largest (in dollar volume) customers for products manufactured at the Bluffton Facility, (ii) a list of the twenty largest (in dollar volume) suppliers of raw materials used at the Bluffton Facility, (iii) a description of the Seller's programs for maintenance of the real estate and the machinery and equipment at the Bluffton Facility and (iv) copies of the Seller's material insurance policies with respect to the Purchased Assets. Until completion of the transactions which are to take place at the Closing, the Buyer will, and will cause its representatives to, hold all information it receives as a result of its access to properties, books and records of the Seller in confidence, except to the extent that information (i) is or becomes available to the public (other than through a breach of this Agreement), (ii) becomes available to the Buyer from a third party which, insofar as the Buyer is aware, is not under an obligation to the Seller to keep the information confidential, (iii) was known to the Buyer before it was made available to the Buyer or its representative by the Seller, or (iv) otherwise is independently developed by the Buyer. If this Agreement is terminated prior to completion of the transactions which are to take place at the Closing, the Buyer will, at the Seller's request, deliver to the Seller all documents and other material obtained by the Buyer from the Seller in connection with the transactions which are the subject of this Agreement or evidence that material has been destroyed by the Buyer.
Access to Properties, Books and Records. Prior to the Closing Date, GAT and Innosearch shall give BARRA and its counsel and accountants full access, during normal business hours and upon reasonable request, to all of its properties, books, contracts, commitments and records including, but not limited to, the corporate, financial and operational records, papers, reports, instructions, procedures, tax returns and filings, tax settlement letters, material contracts or commitments, regulatory examinations and correspondence and shall allow BARRA to make copies of such materials (to the extent not legally prohibited) and shall furnish BARRA with all such information concerning its affairs as BARRA may reasonably request. GAT shall also cause ▇▇▇▇▇▇▇ & Company ("▇▇▇▇▇▇▇") to make available to BARRA, its accountants, counsel and other agents, to the extent reasonably requested in connection with such review, ▇▇▇▇▇▇▇ work papers and documentation relating to its work papers and its audits and reviews of the books and records of GAT. Documents requested pursuant to this 3.2(l) that are protected pursuant to confidentiality agreements or are subject to attorney-client privilege ("GAT Confidential Documents") shall not be subject to this Section 3.2. Notwithstanding the foregoing, GAT shall disclose to BARRA the general subject matter of the GAT Confidential Documents, and any matter therein which would have a material adverse effect on this transaction or on the business or financial performance of GAT or Innosearch on Schedule 3.2(l). Client files that are protected pursuant to confidentiality agreements signed with GAT or Innosearch, pursuant to fiduciary obligations to maintain confidentiality under the Advisers Act (as defined in Section 4.8(a) or are subject to attorney-client privilege shall not be subject to this Section 3.2(l) ("GAT Confidential Files"). Notwithstanding the foregoing, GAT and Innosearch shall disclose to BARRA on attached Schedule 3.2(l) the general subject matter of the GAT Confidential Files and any matter therein which would have a material adverse effect on this transaction.