Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches and any mutually agreeable cooperative customer retention effort; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasonable burden on Seller, or any employee of Seller, or would violate or prejudice the rights of custom...
Access and Confidentiality. (a) Upon reasonable notice, Seller shall afford Buyer and its representatives (including, without limitation, its independent public accountants and counsel) reasonable access during regular business hours from the date hereof until the Closing to any and all of the premises, properties, contracts, books, records and data of or relating to the Business and the Company and Sub, and Seller shall, and shall cause the Company and Sub to furnish to Buyer during that period all documents and copies of documents and information concerning the Business as Buyer reasonably may request.
(b) From and after the Closing Date: (i) Seller shall permit Buyer, the Company and their respective affiliates and representatives reasonable access, during reasonable business hours and at Buyer's expense, to the relevant books and records (including all relevant tax returns and related work papers) of Seller in existence at the Closing Date relating to the Business or the Company or Sub (ii) Seller shall provide such information to Buyer or the -34- 39 Company as it may reasonably request in connection with the Business prior to the Closing Date; and (iii) Seller shall use its reasonable efforts to cause its independent accountants to consult with Buyer and the Company, and an independent auditor of Buyer or the Company, and to permit Buyer and the Company, and an independent auditor of Buyer or the Company, to examine work papers of such accountant of Seller relating to the Business or the Company or Sub; PROVIDED that Seller shall not be required to maintain any records relating to the Business for a period of more than five (5) years from the Closing.
(c) Buyer shall hold, and shall cause its representatives to hold, all such information and documents and all other information and documents delivered pursuant to this agreement confidential and, if the transactions contemplated by this Agreement are not consummated for any reason, shall return to Seller all such information and documents and any copies as soon as practicable and not disclose any such information (that has not previously been disclosed by a party other than Buyer, its affiliates or representatives) to any third party unless required to do so pursuant to a request or order under applicable laws and regulations or pursuant to a subpoena or other legal process. Buyer's obligations under this Section shall survive the termination of this Agreement.
Access and Confidentiality. (a) Upon the reasonable request of Buyers, the Stockholder and del Caribe shall use commercially reasonable efforts to afford to Buyers and Buyers' accountants, counsel and representatives full access, during normal business hours throughout the period prior to the Closing (or the earlier termination of this Agreement), to all of the properties, books, records and contracts of del Caribe and the Partnership (including, without limitation, the Partnership's accounting records, the workpapers of Partnership's independent accountants, and all environmental studies, reports and other environmental records of the Partnership), to the extent such disclosure does not conflict with any confidentiality obligations of the Stockholder, del Caribe, Eco Holdings or the Partnership.
(b) Neither Mirant, either Buyer nor any of their respective directors, officers, employees, agents or representatives may, directly or indirectly, disclose to any person or entity or use any Confidential Information for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement and the other Transaction Documents. If Mirant or either Buyer is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative, demand, or similar process) to disclose any Confidential Information, Mirant and Buyers shall promptly notify the Stockholder, del Caribe and the Partnership so that the appropriate parties may seek an appropriate protective order or waive compliance with the provisions of this Section 4.1(b). If, in the absence of a protective order or the receipt of a waiver hereunder, Mirant or either Buyer is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, Mirant or either Buyer, as applicable, may disclose the Confidential Information to the tribunal; provided, however, that Mirant and Buyers shall use all commercially reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed.
Access and Confidentiality. The Independent Reviewer shall have timely, full, and direct access to all individuals, facilities, data, and documents, including both open and closed sexual assault investigative files, the Independent Reviewer reasonably deems necessary to carry out the duties assigned to the Independent Reviewer by the Agreement. To facilitate his or her work, the Independent Reviewer may conduct on-site visits and assessments without prior notice to the University. The Independent Reviewer will cooperate with the University to access personnel, facilities, and documents in a reasonable manner that, consistent with the Independent Reviewer’s responsibilities, minimizes interference with daily operations, and will not compromise the integrity of any ongoing criminal investigation.
Access and Confidentiality. 15 6.5 Public Announcements.........................................................15 6.6 Expenses.....................................................................15 6.7 Survival of Representations and Warranties and Covenants; Indemnification....
Access and Confidentiality. Any Benchmarker and any Reviewer engaged as part of a Benchmarking Process shall agree in writing to be bound by the applicable confidentiality and security provisions specified in the Master Agreement. Each Party shall cooperate fully with the Benchmarker and shall provide reasonable access to the Benchmarker during such effort to permit Benchmarker to perform the Benchmarking.
Access and Confidentiality. To facilitate its work, the Monitor may conduct on-site visits and assessments without prior notice to the City. The Monitor shall have access to all necessary individuals, facilities, and documents, which shall include access to Agreement-related trainings, meetings, and reviews such as critical incident review and disciplinary hearings. APD shall notify the Monitor as soon as practicable, and in any case within 12 hours, of any critical firearms discharge, in-custody death, or arrest of any officer.
Access and Confidentiality. To facilitate its work, the TCA may conduct on-site visits and assessments without prior notice to PRPD and UCCJ. The TCA shall have access to all necessary individuals, facilities, and documents, which shall include access to Agreement-related meetings and reviews such as critical incident reviews, use of force review board meetings, and disciplinary hearings.
Access and Confidentiality. The Compliance Evaluator and DOJ will have timely, full, and direct access to all City and SPD staff, employees, Agreement-related individuals, facilities, trainings, meetings, records from disciplinary hearings, and reviews to the extent they are relevant to the implementation of this Agreement. DOJ and the City agree that the Compliance Evaluator shall have access to attend and observe the Board of Police Commissioners’ hearings, and the City agrees to make due and diligent efforts to negotiate with the unions to ensure that the Compliance Evaluator has full access to these proceedings.
Access and Confidentiality. 11 103. With the exception of documents within the attorney-client and 12 attorney-work-product privileges, and notwithstanding the confidentiality 13 restrictions of the Health Insurance Portability and Accountability Act (“HIPAA”), 14 the California Confidentiality of Medical Information Act (Civil Code § 56, et 15 seq.), and California Welfare and Institutions Code § 5328 (related to 16 confidentiality of mental health records), the Monitor, SMEs, their staff, and the 17 United States, its attorneys, consultants, and agents will have full and complete 18 access to the Jails and all relevant individuals, facilities, prisoner medical and 19 mental health records, documents, data, and meetings related to the provisions of 20 this Agreement. 21 104. Other than as expressly provided in this Agreement, the Monitor, the 22 SMEs, their staff, and DOJ will maintain confidential all, and will not distribute or 23 disclose any, non-public information provided by the County and the Sheriff 24 pursuant to this Agreement. This Agreement will not be deemed a waiver of any 25 privilege or right the County or the Sheriff may assert, including those recognized 26 at common law or created by statute, rule, or regulation, against any other person 27 or entity with respect to the disclosure of any document or information. 28 Case 2:15-cv-05903-DDP-JEM Document 14 Filed 09/03/15 Page 50 of 57 Page ID #:149 1 F. Public Statements, Testimony, and Records
