Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party shall give the other Party, 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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FMG Acquisition Corp), Agreement and Plan of Merger (FMG Acquisition Corp)

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Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party shall give the other Partygive, 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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Camden Learning CORP), Agreement and Plan of Reorganization (Camden Learning CORP)

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Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, each Party Parent, Merger Sub, Bimini and the Company shall give the other Partygive, and shall direct its accountants and legal counsel to give, Parent, Merger Sub, Bimini, the other Party and Company or their 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 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 party or its Representatives may reasonably request regarding such Partyparty’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 party prior to the date hereof) and instruct such Partyparty’s Representatives to cooperate with the requesting Party 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 party shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Party party providing such information.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Bimini Capital Management, Inc.), Agreement and Plan of Reorganization (FlatWorld Acquisition Corp.)

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