Inspection and Access to Information Clause Samples
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, upon reasonable request, with reasonable advance notice and during normal business hours, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entities; provided, however, that (v) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights shall be subject to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such c...
Inspection and Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement or the Closing, the Company will (i) provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants and its and their respective employees and other authorized representatives, upon reasonable prior notice, reasonable access, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of the Company, provided in each case that such access does not materially interfere with the business operations of the Company, and (ii) furnish to the Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company as such Persons may reasonably request to the extent such information is in the possession or control of the Company. Notwithstanding the foregoing, the Company shall not be required to disclose any information to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof
(b) All information provided or obtained in connection with the transactions contemplated hereby will be held by the Purchaser in accordance with the Mutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Purchaser and the Company (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, financial advisors, auditors, financing sources (if any), consultants and other authorized representatives receiving Confidential Information (as defined in the Confidentiality Agreement) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such persons to comply with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI will provide to the Merger Subsidiary and MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY shall from time to time reasonably request.
(b) Between the date of this Agreement and the Effective Date, MEDY will, and will cause the Merger Subsidiary to, provide to CADI, the CADI Shareholders, and their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI and the CADI Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may from time to time reasonably request.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completed. Each of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating to the confidential information of CADI, whether prepared by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI and shall be promptly delivered to CADI, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI or otherwise coming into CADI's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this Agreement.
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, the Company shall (and shall cause its officers, directors, employees, auditors and agents to) provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company and the Business and otherwise fully cooperate with the conduct of due diligence by the Purchaser and its representatives.
Inspection and Access to Information. Between the date of this Agreement and the Closing Date, Seller will provide Purchaser and its accountants, counsel and other authorized representatives full access, during reasonable business hours and under reasonable circumstances to any and all of its employees, premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Purchaser and its authorized representatives any and all financial, technical and operating data and other information pertaining to the Business, as Purchaser shall from time to time reasonably request.
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, each Party shall (and shall cause its officers, directors, employees, auditors and agents to) provide the other Parties and their accountants, investment bankers, counsel, consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the other Parties and their authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to itself and its business and otherwise fully cooperate with the conduct of due diligence by the other Parties and their representatives.
Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, the Shareholders will, and will cause the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents to, provide the Purchaser and its accountants, investment bankers, counsel and other authorized representatives full access, during reasonable hours, upon reasonable notice and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company or any of its Subsidiaries and otherwise reasonably cooperate with the conduct of due diligence by the Purchaser and its representatives.
Inspection and Access to Information. During the period from the date hereof through the Closing Date, (a) PT-1 and Star shall permit access to, and shall make available to IDT's representatives and their counsel for inspection and review, the properties, books, records (including tax records), accounts, and documents of or relating to the Business, the Transferred Assets, the Assumed Liabilities and Star and (b) IDT shall be entitled to place one or more employees, agents or advisors at the offices of PT-1 and Star to conduct such diligence as is reasonably determined by IDT to be appropriate for the Transaction and each of PT-1 and Star shall make available to IDT all personnel and information with respect to PT-1, Star, the Business, the Transferred Assets and the Assumed Liabilities as from time to time may be requested by such employees, agents and advisors.
Inspection and Access to Information. From the date hereof to the Closing Date or until this Agreement is terminated as provided in Article 10, Seller shall afford Purchaser, its advisors and representatives, upon prior written notice and in a manner that does not interfere with the normal business activities of Seller, reasonable access to information relating to the Transferred Assets and the Business as Purchaser reasonably requests, including permitting Purchaser, its advisors and representatives to make physical inspections of the Transferred Assets, Seller’s financial statements and the Books and Records.
Inspection and Access to Information. Between the date of this Agreement and the Effective Date, the Company will, and will cause each of the Company Entities to provide to Purchaser and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Purchaser and their authorized representatives such financial, technical and operating data and other information pertaining to its business (including information relating to material insurance claims), as Purchaser shall from time to time reasonably request.