Common use of Access to Records and Properties Clause in Contracts

Access to Records and Properties. OF EACH PARTY; CONFIDENTIALITY. From and after the date hereof until the Effective Date or the earlier termination of this Agreement pursuant to Section 14.1 hereof (the "Executory Period"), Company shall afford: (i) representatives of Parent or Acquisition Sub, free and full access at all reasonable times upon reasonable notice to all properties, books and records (including tax returns filed and those in preparation) of Company provided that such activities shall not interfere with Company's normal operations, in order that Parent and Acquisition Sub may have full opportunity to make such investigations as they shall reasonably desire to make of the business and affairs of Company. Additionally, Company will permit Parent and Acquisition Sub to make such reasonable inspections of Company and its respective operations during normal business hours, upon reasonable notice, as Parent and Acquisition Sub may reasonably require and Company will cause its officers to furnish to Parent and Acquisition Sub, such additional financial and operating data and other information as to the business and properties of Company as Parent and Acquisition Sub shall from time to time reasonably request (it being understood that, subject to the terms of the Confidentiality Agreement, Parent and Acquisition Sub shall be entitled to make copies of such information and take notes with respect thereto). No investigation pursuant to this Section 7.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties made in this Agreement.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Chem International Inc)

Access to Records and Properties. OF EACH PARTY; CONFIDENTIALITY. From and after the date hereof until the Effective Date Time or the earlier termination of this Agreement pursuant to Section 14.1 9.1 hereof (the "Executory Period"), the Company shall afford: (i) to the officers, independent certified public accountants, counsel and other representatives of Parent or and Acquisition Sub, free and full access at all reasonable times upon reasonable notice to all properties, books and records (including tax returns filed and those in preparation) of Company provided that such activities shall not interfere with the Company's normal operations, in order that Parent and Acquisition Sub may have a full opportunity to make such investigations as they shall reasonably desire to make of the business and affairs of the Company; and (ii) to the independent certified public accountants of Parent or Acquisition Sub, free and full access at all reasonable times upon reasonable notice to the work papers of the independent certified public accountants of the Company. Additionally, the Company will permit Parent and Acquisition Sub to make such reasonable inspections of the Company and its respective operations during normal business hours, hours upon reasonable notice, notice as Parent and or Acquisition Sub may reasonably require and the Company will cause its officers to furnish to Parent and Acquisition Sub, Sub such additional financial and operating data and other information as relating to the business and properties of the Company as Parent and or Acquisition Sub shall from time to time reasonably request (it being understood that, subject to the terms of the Confidentiality Agreement, Parent and Acquisition Sub shall be entitled to make copies of such information and take notes with respect thereto)request. No investigation pursuant to this Section 7.15.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties made in this Agreementof the Company or the Stockholders.

Appears in 1 contract

Sources: Merger Agreement (Ivillage Inc)

Access to Records and Properties. OF EACH PARTY; CONFIDENTIALITY. From and after the date hereof until the Effective Date Time or the earlier termination of this Agreement pursuant to Section 14.1 9.1 hereof (the "Executory Period"), the Company shall afford: (i) to the officers, independent certified public accountants, counsel and other representatives of Parent or and Acquisition Sub, free and full access at all reasonable times upon reasonable notice to all properties, books and records (including tax returns filed and those in preparation) of Company provided that such activities shall not interfere with the Company's normal operations, in order that Parent and Acquisition Sub may have a full opportunity to make such investigations as they shall reasonably desire to make of the business and affairs of the Company; and (ii) to the independent certified public accountants of Parent or Acquisition Sub, free and full access at all reasonable times upon reasonable notice to the work papers of the independent certified public accountants of the Company. Additionally, the Company will permit Parent and Acquisition Sub to make such reasonable inspections of the Company and its respective operations during normal business hours, hours upon reasonable notice, notice as Parent and or Acquisition Sub may reasonably require and the Company will cause its officers to furnish to Parent and Acquisition Sub, Sub such additional financial and operating data and other information as relating to the business and properties of the Company as Parent and or Acquisition Sub shall from time to time reasonably request (it being understood that, subject to the terms of the Confidentiality Agreement, Parent and Acquisition Sub shall be entitled to make copies of such information and take notes with respect thereto)request. No investigation pursuant to this Section 7.15.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties made in this Agreementof the Company or the Stockholder.

Appears in 1 contract

Sources: Merger Agreement (Ivillage Inc)

Access to Records and Properties. OF EACH PARTYof Each Party; CONFIDENTIALITYConfidentiality. From and after the date hereof until the Effective Date Time or the earlier termination of this the Agreement pursuant to Section 14.1 13.1 hereof (the "?Executory Period"?), the Company shall afford: (i) representatives of the Parent or Acquisition Sub, free and full access at all reasonable times upon reasonable notice to all properties, books and records (including tax returns filed and those in preparation) of the Company provided that such activities shall not interfere with Company's the Company?s normal operations, in order that the Parent and Acquisition Sub may have full opportunity to make such investigations as they shall reasonably desire to make of the business and affairs of the Company. Additionally, the Company will permit the Parent and Acquisition Sub to make such reasonable inspections of the Company and its respective operations during normal business hours, upon reasonable notice, as the Parent and Acquisition Sub may reasonably require and the Company will cause its officers to furnish to the Parent and Acquisition Sub, such additional financial and operating data and other information as to the business and properties of the Company as the Parent and Acquisition Sub shall from time to time reasonably request (it being understood that, subject to the terms of the Confidentiality AgreementNon Disclosure Agreement dated September 20, 2000 by and between the Parent and the Company, to which agreement the Acquisition Sub declares itself bound, Parent and Acquisition Sub shall be entitled to make copies of such information and take notes with respect thereto). No investigation pursuant to this Section 7.16.1, or made prior to the date hereof, shall affect or otherwise diminish or obviate in any respect any of the representations and warranties made in this the Agreement.

Appears in 1 contract

Sources: Merger Agreement (Micronetics Wireless Inc)