Access and Information; Confidentiality. (a) During the negotiation of this Agreement, each of the Company and the Shuhai Subsidiaries warrants that is has given, and have directed its accountants and legal counsel to give, and will continue through and following the Closing to give, Datasea and its respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third Persons (the existence and scope of which have been disclosed to Datasea), access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client contracts and director service agreements), of or pertaining to the Company or the Shuhai Subsidiaries, as the requesting Party or its Representatives may reasonably request regarding the Shuhai Group’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, each as they become available during the Executory Period, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountant’s work papers (subject to the consent or any other conditions required by such accountant, if any)) and instruct such Party’s Representatives to reasonably cooperate with the requesting Party in its investigation; provided that the requesting Party conducted and shall conduct any such activities in such a manner so as not to unreasonably interfere with the business or operations of the Party providing such information. No information or knowledge obtained by any Party hereto pursuant to this Section 5.1(a) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Exchange.
(b) During the negotiation of this Agreement, Datasea warrants that it has directed its accountants and legal counsel to give the Company, the Shuhai Subsidiaries, and their respective Representatives, and will continue through and following the Closing to give, at reasonable times during normal business hours and upon reasonable intervals and notice, and subject to any confidentiality agreements with third ...
Access and Information; Confidentiality.
(a) From the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall allow Parent and its financing parties and their respective representatives to make such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and its Subsidiaries and their respective properties, books, records and commitments. The Company shall promptly furnish Parent and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent (but in any event within three (3) Business Days'), but only during normal business hours, and shall be conducted at Parent's expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each month.
(b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses in confidence in accordance with the terms of the Confidentiality Agreement.
Access and Information; Confidentiality. From the date hereof until the Closing Date or such later date as may be specified below:
(a) The Seller will, upon prior notice from the Buyer and during normal business hours, (i) give the Buyer and its authorized representatives reasonable access to the Purchased Assets and Real Property and to Business Records, offices and other facilities and properties relating to the Business; (ii) permit the Buyer to make such inspections thereof and the performance of such soil and groundwater tests, surveys, environmental assessments and audits, and other inspections, tests and inquiries as the Buyer may desire (provided that, with respect to environmental tests, Buyer's environmental consultant has recommended or in the future recommends the tests (provided that any additional testing recommended by Buyer's environmental consultant in the future must be reasonably related to Hazardous Substances discovered in its initially recommended testing), and the tests shall be coordinated with Seller, but shall not be delayed by Seller); (iii) cause its officers or other appropriate officials to furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; and (iv) permit the Buyer and its representatives access to information pertaining to the Business as the Buyer reasonably may request; provided, however, that any such investigation by the Buyer shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business and will be subject to the provisions of Section 5.5(b). Prior to the Closing Date, Seller shall deliver to Buyer the April Statement of Operations and the April Balance Sheet.
(b) The Buyer agrees to, and to cause its employees and agents to, protect the confidentiality of all proprietary and confidential information received from Seller and relating to the Purchased Assets and the Business received from the Seller pursuant to this Agreement (the "Confidential Information"), using the same care and procedures used to protect the Buyer's own proprietary and confidential information, and agrees not to disclose, and to cause its Affiliates, employees and agents not to disclose, the Confidential Information to any other Persons except as may be reasonably necessary in connection with the transactions contemplated herein or except to the extent (i) such Confidential Information is in the public domain or becomes publicly available...
Access and Information; Confidentiality. The Company and Laser shall each afford to the other and to the other's financial advisors, legal counsel, accountants, consultants and other representatives full access at all reasonable times throughout the period prior to the Company Effective Time to all of its books, records, properties, plants and personnel (provided that all such access shall be on reasonable advance notice and shall not disrupt normal business operations) and, during such period, each shall furnish promptly to the other (a) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities Laws, and (b) all other information as such other party may reasonably request, provided that no investigation pursuant to this Section 7.2 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Company Merger. Each party and their respective affiliates, representatives and agents shall hold in confidence all nonpublic information in accordance with the terms of the Confidentiality Agreements between Laser and the Company dated February 4, 1998 and February 23, 1998.
Access and Information; Confidentiality. (a) Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article IX, the Company shall allow Buyer and its financing parties and their respective representatives to make such reasonable investigation of the business, operations and properties of the Company as Buyer deems reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the properties, books, records and commitments of the Company. The Company shall furnish Buyer and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request. All access and investigation pursuant to this Section 6.2 shall be coordinated through the Company’s Executive Vice President and General Counsel, shall occur only upon reasonable notice and during normal business hours and shall be conducted at Buyer’s expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries.
(b) The parties hereto will hold any information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties hereto shall promptly return or destroy such information in accordance with the Confidentiality Agreement.
Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party shall give, and shall direct its accountants and legal counsel to give, the other Party and its Representatives, at reasonable times and upon reasonable intervals and notice, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to such Party and its subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as the requesting Party or its Representatives may reasonably request regarding such Party’s business, assets, liabilities, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to the other Party prior to the date hereof) and instruct such Party’s Representatives to cooperate with the requesting Party in its investigation (including by reading available independent public accountant’s work papers) and to provide a copy of each material report, schedule and other document filed or received pursuant to the requirements of applicable securities Laws; provided that the requesting Party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party providing such information.
(b) All information obtained by the Company, on the one hand, and Parent or Merger Sub, on the other hand, pursuant to this Agreement shall be kept confidential in accordance with and subject to the Mutual Non-Disclosure Agreement, dated as of April 13, 2009, between Parent and the Company (the “Confidentiality Agreement”).
Access and Information; Confidentiality. (a) The Company shall (and shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to Parent and to Parent's officers, employees, financial advisors, legal counsel, accountants, consultants and other representatives (except to the extent not permitted under Applicable Law as advised by counsel) reasonable access during normal business hours throughout the period prior to the Effective Time to all of its books and records and its properties, plants and personnel and, during such period, shall furnish promptly to Parent a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal securities laws. Parent shall (and shall cause its Subsidiaries and its and their respective officers, directors, employees, auditors and agents to) afford to the Company and to the Company's officers, employees, financial advisors, legal counsel, accountants, consultants and other representatives (except to the extent not permitted under Applicable Law as advised by counsel) reasonable access (i) by the Company throughout the period prior to the Effective Time to members of senior management of Parent to the extent reasonably necessary for the Company's Board of Directors to fulfill its fiduciary duties under applicable laws, and (ii) by Chase throughout the period prior to the Effective Time to members of senior management of Parent and to such of Parent's or its Subsidiaries' books and records as reasonably determined by Chase to be necessary in connection with any bringdowns or amendments of its fairness opinion.
(b) Parent and the Company acknowledge and agree that the Confidentiality Agreement dated December 2, 1998, between the Company and Parent, as amended by that certain letter agreement dated June 9, 2000, between the Company and Parent (together, the "Confidentiality Agreement") is in full force and effect as of the date hereof.
Access and Information; Confidentiality. The Company and Acquiror shall each afford to the other and to the other's financial advisors, legal counsel, accountants, consultants and other representatives full access at all reasonable times throughout the period prior to the Effective Time to all of its books, records, properties, plants and personnel and, during such period, each shall furnish promptly to the other (a) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities, banking or insurance Laws, and (b) all other information as such other party may reasonably request, provided that no investigation pursuant to this Section 8.3 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Merger. Each party and their respective affiliates, representatives and agents shall hold in confidence all nonpublic information in accordance with the terms of the Confidentiality Agreement (the "Confidentiality Agreement") between Acquiror and the Company dated February 18, 1998, until such time as such information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the other all documents, work papers and other material (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.
Access and Information; Confidentiality. (a) Members Mutual and HoldCo shall each afford to the Standby Purchaser and its financial advisors, legal counsel, accountants, consultants, financing sources and other authorized representatives reasonable access during normal business hours throughout the period prior to the Closing Date to all of its books, records, properties, plants and personnel and, during such period, each shall furnish as promptly as practicable to the Standby Purchaser (a) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal securities laws, and (b) all other information as the Standby Purchaser may reasonably request, provided that no investigation by the Standby Purchaser or other information received by the Standby Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made hereunder or the conditions to the obligation of the respective parties to consummate the transactions contemplated hereby.
(b) All information provided to the Standby Purchaser and its representatives pursuant to Section 6.1(a) prior to the Closing shall be held by the Standby Purchaser as Evaluation Material (as defined in the Confidentiality Agreement) and shall be subject to the Confidentiality Agreement, the terms of which are incorporated herein by reference. As used herein, “Confidentiality Agreement” shall mean the confidentiality agreement between the Standby Purchaser and Members Mutual, dated as of March 10, 2018.
Access and Information; Confidentiality. 4.2.1 Each party shall afford to the other party and to its officers, employees, accountants, counsel and other authorized representatives (including lenders) full and complete access, upon 24 hours advance telephone notice, during regular business hours, throughout the period prior to the earlier of the Effective Time or the termination of this Agreement, if any, pursuant to Section 6 hereof, to its plants, properties, books and records and those of its Subsidiaries, and shall use reasonable efforts to cause its representatives and independent public accountants to furnish to the other party such additional financial and operating data and other information as to its business and properties and those of its Subsidiaries as the other party may from time to time reasonably request. CENTECH shall permit CACI to confirm with suppliers of CENTECH the title to any Assets in such suppliers' possession, and shall permit CACI to confirm with obligors under the Receivables the value and amount thereof.
4.2.2 Each party and its representatives will hold in strict confidence all documents and information concerning the other party and its Subsidiaries furnished in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action by the party in violation of this Section 4.2, (ii) in the party's possession at the time of disclosure and not acquired by the party directly or indirectly from the other party on a confidential basis or (iii) disclosed by the other party to others on an unrestricted, non-confidential basis) and will not release or disclose any such documents or information to any other person and shall not use nor permit others to use such documents or information except in connection with this Agreement and the transactions contemplated hereby. In the event of the termination of this Agreement, each party shall return to the other party all documents, work papers and other material so obtained by it, or on its behalf, and all copies, digests, abstracts or other materials relating thereto, whether so obtained before or after the execution hereof, and will comply with the terms of the confidentiality provisions set forth herein.
