Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 25 contracts
Samples: Merger Agreement (U.S. Gold Corp.), Merger Agreement (Active With Me Inc.), Merger Agreement (Be Active Holdings, Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 24 contracts
Samples: Merger Agreement (China Grand Resorts, Inc.), Merger Agreement (New York Global Innovations Inc.), Merger Agreement (iWallet Corp)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 11 contracts
Samples: Merger Agreement (Bridgetech Holdings International Inc), Merger Agreement (Trunity Holdings, Inc.), Merger Agreement (CST Holding Corp.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 6 contracts
Samples: Merger Agreement (Western Exploration Inc.), Merger Agreement (Agronix Inc), Merger Agreement (Windy Creek Developments, Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; providedPROVIDED, howeverHOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; providedPROVIDED, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 4 contracts
Samples: Merger Agreement (Chubasco Resources Corp.), Merger Agreement (Northern Way Resources, Inc.), Merger Agreement (Medallion Crest Management Inc)
Access and Information. The Company, on the one hand, Sona and Parent and Acquisition Corp., on the other hand, Sibling shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to Closing Date of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 4 contracts
Samples: Acquisition Agreement (Sona Development Corp), Acquisition Agreement (Sona Development Corp), Acquisition Agreement (Sibling Entertainment Group, Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access access, during normal business hours throughout the period prior to the Effective Time Time, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence strict confidence, all such information (other than such information that which: (ai) is already in such party’s possession or 's possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; , provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 4 contracts
Samples: Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD), Merger Agreement (Lions Gate Investment LTD)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Cinjet Inc), Agreement of Merger and Plan of Reorganization (SSTL, Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 4 contracts
Samples: Merger Agreement (Xedar Corp), Merger Agreement (Xedar Corp), Merger Agreement (Souders Richard Vaughn)
Access and Information. The Company(a) Upon reasonable notice, on the one hand, JSB and Parent NFB shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; provided, provided however, that no investigation pursuant to this Section 6.01 4.3 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdIn furtherance, and not in limitation of the foregoing, JSB shall make available to NFB all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. NFB and JSB will not, and will cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of NFB and agents JSB will keep confidential, and will cause their respective representatives to holdkeep confidential, in confidence all information and documents obtained pursuant to this Section 4.3 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or another an affiliate of any party until such hereto) to be returned to the party that furnished the same.
(b) During the period of time as such information is otherwise publicly available; providedbeginning on the day application materials to obtain the Requisite Regulatory Approvals for the Merger are initially filed and continuing to the Effective Time, howeverincluding weekends and holidays, that (i) any such information may be disclosed JSB shall cause JSB Bank to such party’s directorsprovide NFB, officers, employees NFB Bank and their authorized agents and representatives of such party’s advisors who need full access to know such information JSB Bank's offices after normal business hours for the purpose of evaluating installing necessary wiring and equipment to be utilized by NFB Bank after the transactions contemplated hereby Effective Time; provided, that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to JSB Bank and JSB Bank approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as JSB Bank shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with JSB Bank's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulations, and NFB Bank shall be responsible for the procurement, at NFB Bank's expense, of all required governmental or administrative permits and approvals;
(v) NFB Bank shall maintain appropriate insurance satisfactory to JSB Bank in connection with any work done by NFB Bank's agents and representatives pursuant to a judicial, administrative this Section 4.3;
(vi) NFB Bank shall reimburse JSB Bank for any material out-of-pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by JSB Bank in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedterminated in accordance with Article VI hereof, each party NFB Bank, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 3 contracts
Samples: Merger Agreement (JSB Financial Inc), Merger Agreement (North Fork Bancorporation Inc), Agreement and Plan of Merger (North Fork Bancorporation Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Merger Sub shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 3 contracts
Samples: Merger Agreement (HealthTalk Live, Inc.), Merger Agreement (American Boarding Co), Merger Agreement (Ember Therapeutics, Inc. - Ny)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 3 contracts
Samples: Merger Agreement (CannLabs, Inc.), Merger Agreement (Ip Technology Services, Inc.), Merger Agreement (Blue Calypso, Inc.)
Access and Information. The Company(a) Upon reasonable notice, on the one hand, Bayonne and Parent RCFC shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; provided, provided however, that no investigation pursuant to this Section 6.01 4.3 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdIn furtherance, and not in limitation of the foregoing, Bayonne shall make available to RCFC all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. RCFC and Bayonne will not, and will cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of RCFC and agents Bayonne will keep confidential, and will cause their respective representatives to holdkeep confidential, in confidence all information and documents obtained pursuant to this Section 4.3 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or another an affiliate of any party until such hereto) to be returned to the party that furnished the same.
(b) During the period of time as such information is otherwise publicly available; providedbeginning on the day application materials for the Bank Merger are initially filed with the OTS, howeverthe FDIC, that (i) any such information may be disclosed the NYBD and the NJBD and continuing to such party’s directorsthe Effective Time, officersincluding weekends and holidays, employees Bayonne shall cause First Savings to provide RCFC, RCFC Bank and their authorized agents and representatives of such party’s advisors who need full access to know such information First Savings's offices after normal business hours for the purpose of evaluating installing necessary wiring and equipment to be utilized by RCFC Bank after the transactions contemplated hereby Effective Time; provided, that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to First Savings and First Savings approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as First Savings shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with First Savings's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulations, and RCFC Bank shall be responsible for the procurement, at RCFC Bank's expense, of all required governmental or administrative permits and approvals;
(v) RCFC Bank shall maintain appropriate insurance satisfactory to First Savings in connection with any work done by RCFC Bank's agents and representatives pursuant to a judicial, administrative this Section 4.3;
(vi) RCFC Bank shall reimburse First Savings for any material out-of-pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by First Savings in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedterminated in accordance with Article VI hereof, each party RCFC Bank, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 3 contracts
Samples: Merger Agreement (Richmond County Financial Corp), Agreement and Plan of Merger (Richmond County Financial Corp), Merger Agreement (Richmond County Financial Corp)
Access and Information. The CompanyLJR, on the one hand, and Parent Pubco and Acquisition Corp.Merger Sub, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 3 contracts
Samples: Merger Agreement, Merger Agreement (NuLife Sciences, Inc.), Merger Agreement (NuLife Sciences, Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Merger Agreement (Broadcaster Inc), Merger Agreement (Farrier Resources Corp)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp.Merger Sub, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or requestrequest or applicable laws or rules of the SEC; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Merger Agreement (Synergy CHC Corp.), Merger Agreement (Homie Recipes, Inc.)
Access and Information. The Company(a) From the date hereof until the First Closing Date (and thereafter until each later Closing Date, in respect of any Company that is to be contributed, directly or indirectly, in whole or in part to SEP on such later Closing Date), subject to any applicable Law and subject to any applicable privileges (including the one handattorney-client privilege), trade secrets, and Parent contractual confidentiality obligations, upon reasonable prior notice, SE Corp shall afford (or cause to be afforded to) SEP and Acquisition Corp.its Representatives reasonable access, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior hours, to the Effective Time books and records, offices and properties of the Companies, furnish (or cause to all of its properties, books, contracts, commitments be furnished) to SEP such additional financial and records (including but not limited operational data and other information regarding the Companies as SEP may from time to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may time reasonably request, provided that no investigation and make reasonably available (or cause to be made reasonably available) to SEP any employees whose assistance and expertise is necessary to assist in connection with SEP’s preparation to integrate the Companies into SEP’s organization following such Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by SE Corp and (ii) be conducted in such a manner so as not to interfere with any of the businesses or operations of any Contributor, any of the Companies or any of their respective Affiliates and shall not contravene any applicable Law. All requests for information made pursuant to this Section 6.01 6.1(a) shall affect any representations be directed to such Person or warranties made herein. Each party shall holdPersons as may be designated by the Party receiving such request, and no Party shall cause directly or indirectly contact any Representative of the other Party or its employees Affiliates without the prior approval of such designated Person or Persons. SEP further agrees to comply fully with all rules, regulations and agents to holdinstructions issued by SE Corp, any Contributor or any of its or their respective Affiliates or other Persons in confidence all such information (other than such information that (a) is already in such partyrespect of SEP’s possession or its Representatives’ actions while upon, entering or leaving any properties of SE Corp, any Contributor or any of its or their respective Affiliates.
(b) becomes generally From and after the relevant Closing after which a Company is directly or indirectly held, in whole or in part, by SEP, to the extent in connection with any reasonable business purpose in respect of that Company (including (i) in response to the request or at the direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of SE Corp and its Affiliates under this Agreement or any other Transaction Document, including matters contemplated by Section 2.4), subject to any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, SEP shall (A) afford SE Corp and its respective Representatives reasonable access, during normal business hours, to the books, data, files, information and records of SEP and its Affiliates in respect of such Company (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to SE Corp such additional financial and other information regarding such Company as SE Corp may from time to time reasonably request (including, for the avoidance of doubt, Tax Returns and other information and documents relating to Tax matters) and (C) make available to SE Corp the public other than as a result employees of a disclosure by SEP and its Affiliates (or, if applicable, any replacement manager or operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist SE Corp, the relevant Contributor, their respective Affiliates and their respective Representatives in connection with such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available Persons’ inquiries for any of the purposes referred to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly availablein this Section 6.1(b); provided, however, that (i) such access or request shall not unreasonably interfere with the business or operations of SEP or any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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 hereofAffiliates.
Appears in 2 contracts
Samples: Contribution Agreement (Spectra Energy Corp.), Contribution Agreement
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Merger Agreement (Fairview Energy Corporation, Inc.), Merger Agreement (Towerstream Corp)
Access and Information. The Company, on the one hand, Company and Parent and Acquisition Corp., on the other hand, Purchaser shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its their properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available); provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Share Exchange Agreement (Diamond Information Institute), Share Exchange Agreement (Alba Mineral Exploration)
Access and Information. The CompanyNBPC, on the one hand, and Parent Nexus and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 4.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Nexus Biopharma Inc), Reorganization Agreement (Nexus Biopharma Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and agree to hold such information confidential pursuant to the terms hereof), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Merger Agreement (Odyne Corp), Merger Agreement (Convention All Holdings Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, parties shall each afford to the other and to the other’s financial advisors, legal counsel, accountants, counsel and other representatives full consultants retained for the specific purpose of advising with respect to the transactions contemplated by this Agreement access during normal business hours throughout the period prior to the Effective Time to all of its books, records, properties, books, contracts, commitments leases, plants and records (including but not limited to tax returns) 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 laws, and (b) all other information concerning its business, properties and personnel as such other party reasonably may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made hereinherein or the conditions to the obligations of the respective parties to consummate the Merger. Notwithstanding the foregoing, a party may elect to withhold from the other party any information as such party, in the exercise of its reasonable discretion, determines may place it at a competitive disadvantage in the event the Transactions do not close and such information were inadvertently or intentionally used by the other party, but the party electing to withhold such information must provide the other party with written notice specifying the nature of the information withheld, and must actually provide the information to the other party on or before the date that all other conditions to Closing under Article VIII are satisfied. Each party recognizes that information that is withheld pursuant to the preceding sentence can serve as the basis for a breach of a covenant, representation or warranty in this Agreement, and neither party waives any rights that it may have as a result of any such breach. Each party shall hold, and shall cause its employees and agents to hold, hold in confidence all such nonpublic information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; providedavailable and, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other or destroy all documents documents, work papers and other materials (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. Notwithstanding the foregoing, the confidentiality agreements dated April 14, 2003 and August 2, 2003 between Parent and Target (the “Confidentiality Agreements”) shall survive the execution and delivery of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Prime Medical Services Inc /Tx/), Merger Agreement (Medstone International Inc/)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Merger Agreement (Wildon Productions Inc), Merger Agreement (Quality Exchange Inc)
Access and Information. The Company, on the one hand, Company and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access access, during normal business hours throughout the period prior to the Effective Time Closing, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence strict confidence, all such information (other than such information that which: (ai) is already in such party’s possession or possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Securities Exchange Agreement (VirtualScopics, Inc.), Share Exchange Agreement
Access and Information. The Company(a) Upon reasonable notice, on the one handLISB and AFC shall (and shall cause its respective Subsidiaries to) afford to each other and their respective representatives (including, without limitation, directors, officers and employees of such party and its affiliates, and Parent and Acquisition Corp.counsel, on the other hand, shall each afford to the other and to the other’s accountants, counsel accountants and other representatives full professionals retained) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; PROVIDED, provided HOWEVER, that no investigation pursuant to this Section 6.01 4.03 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdIn furtherance, and not in limitation of the foregoing, LISB shall make available to AFC all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. AFC and LISB will not, and will cause its employees respective representatives not to, use any information obtained pursuant to this Section 4.03 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each of AFC and agents LISB will keep confidential, and will cause its respective representatives to holdkeep confidential, in confidence all information and documents obtained pursuant to this Section 4.03 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement obligation or agreement, (iii) is disclosed with the prior written approval of the other party or other obligation (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of secrecy documents or extracts thereof containing information and data as to a another party hereto (or another an affiliate of any party until such hereto) to be returned to the party which furnished the same.
(b) During the period of time as such information is otherwise publicly available; providedbeginning on the day application materials for the Bank Merger are initially filed with the OTS and continuing to the Effective Time, howeverincluding weekends and holidays, that (i) any such information may be disclosed LISB shall cause LISB Bank to such party’s directors, officers, employees provide the Association and its authorized agents and representatives of such party’s advisors who need full access to know such information LISB Bank's offices for the purpose of evaluating installing any necessary wiring and equipment to be utilized by the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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 Association after the execution hereof.Effective Time; PROVIDED, that:
Appears in 2 contracts
Samples: Merger Agreement (Astoria Financial Corp), Merger Agreement (Astoria Financial Corp)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to Closing Date of all of its properties, books, contractsContracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (ia) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iib) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiic) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may have a reasonable opportunity to seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 2 contracts
Samples: Merger Agreement (Cody Resources, Inc.), Merger Agreement (Cody Resources, Inc.)
Access and Information. The Company(a) Upon reasonable notice, on the one handeach Party shall, and Parent and Acquisition Corp.each Party shall cause its Subsidiaries to, on afford the other handParty and its officers, shall each afford to the other and to the other’s accountantsdirectors, counsel employees, consultants, representatives and other representatives full access agents, including investment bankers, attorneys, accountants and other advisors and consultants (collectively, “Representatives”), reasonable access, during normal business hours throughout the period prior to the Effective Time Time, to all of its the officers, employees, properties, books, contracts, commitments books and records of the other Party and its Subsidiaries so that they may have the opportunity to make such investigations of the business and affairs of the other Party and its Subsidiaries as they reasonably desire. Each Party shall cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such additional financial and operating data and other information, and respond to such inquiries, as the other Party reasonably requests from time to time.
(including but not limited b) Prior to tax returns) and during such periodthe Effective Time, each Party shall furnish furnish, as promptly as reasonably practicable, to the other Party a copy of all information concerning its business, properties monthly and personnel other interim financial statements as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, the same become available and shall cause one or more of its employees designated Representatives to confer on a regular and agents frequent basis with designated Representatives of the other Party. Each Party shall provide the other Party with prompt written notice of any material change in the business or affairs of such Party or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to holdits knowledge, in confidence the threat of material litigation (including all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available litigation relating to the public transactions contemplated hereby), and such disclosing Party shall keep the other than as a result Party fully informed of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or events.
(c) becomes available Notwithstanding the foregoing, neither Party (nor any of its Subsidiaries) shall be required to such party on a non-confidential basis from a source other than a party hereto provide access to or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that disclose (i) any such information may be disclosed to such party’s directorsthat, officersif provided, employees and representatives would adversely affect the ability of such party’s advisors who need Party (or any of Subsidiaries) to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information)assert attorney-client or attorney work product privilege or a similar privilege, (ii) any disclosure information that, in the reasonable opinion of such information Party’s legal counsel, may be made as to which the party hereto furnishing such information has consented result in writing and (iii) a violation of any such information may be disclosed pursuant to a judicial, administrative applicable Law or governmental order Order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver any binding Contract entered into prior to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result date of this Agreement or (iii) information that such Party reasonably believes is competitively sensitive. Each Party shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in connection herewith, whether so obtained before which the restrictions of the preceding sentence apply.
(d) No investigation made by either Party or after its Representatives shall affect the execution hereofrepresentations and warranties made by the other Party in this Agreement.
Appears in 2 contracts
Samples: Arrangement Agreement (Kodiak Oil & Gas Corp), Arrangement Agreement (Whiting Petroleum Corp)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available Prior to the public other than as a result of a disclosure by such Closing, and except for disclosures which would cause Company to waive the attorney-client privilege or otherwise violate applicable Law or any material confidentiality agreement, either party shall be entitled to make or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party cause to be bound by a confidentiality agreement made such investigation of the other party, and the financial and legal condition thereof, as each party deems necessary or advisable, and both parties shall cooperate with or other obligation any such investigation. In furtherance of secrecy to a the foregoing, but not in limitation thereof, either party hereto or another party until such time as such information is otherwise publicly available; provided, however, that shall (i) any such information may be disclosed to such party’s directors, officers, employees permit the other party and its agents and representatives or cause them to be permitted to have full and complete access to the premises, operating systems, computer systems (hardware and software) and books and records of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party each of the confidential nature of such information)parties upon reasonable notice during regular business hours, (ii) any disclosure of furnish or cause to be furnished to the other party such information may be made financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the parties and their businesses as either party shall request from time to which the party hereto furnishing such information has consented in writing time and (iii) cause its accountants to furnish to the applicable party and its accountants access to all work papers relating to any such of the periods covered by financial statements provided by either party hereunder.
(b) Prior to the Closing, each of the parties shall not use any information may be disclosed pursuant provided to a judicialit in confidence by either party for any purposes unrelated to this Agreement. Except with respect to publicly available documents or as otherwise provided in the Development Agreement, administrative or governmental order or request; provided, further, in the event that the requested party this Agreement is terminated (i) both parties will promptly so notify return to the other party so that all documents obtained by them in confidence and any copies thereof in their possession or its agents and representatives, or, at the option of either party, the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement shall cause all of such documents and if all of such protective order or other remedy is not obtained copies to be destroyed and shall certify the destruction thereof.
(c) No investigation of Company or the other party waives compliance with this provisionCompany Business by the Parent heretofore shall modify or otherwise affect any representations and warranties of Company, which shall survive any such investigation, or the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver conditions to the other all documents obligation of the Parent and other materials (including copies) obtained by such party or on its behalf from Subco to consummate the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereoftransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Co-Diagnostics, Inc.), Merger Agreement (Co-Diagnostics, Inc.)
Access and Information. The CompanyAt or prior to the Effective Date, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford have afforded to the other Company and to the otherCompany’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to copies of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish have furnished promptly to the other all information concerning its business, properties and personnel as such the Company may have reasonably requested. At or prior to the Effective Date, the Company shall have afforded to the Parent and to the Parent’s accountants, counsel and other party representatives the opportunity to review its properties, books, contracts, commitments and records (including but not limited to tax returns) and shall have furnished promptly all information concerning its business, properties and personnel as the Parent may have reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made hereinrequested. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information acquired by such party in connection with this transaction (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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).
Appears in 1 contract
Samples: Merger Agreement (XCel Brands, Inc.)
Access and Information. The Company(a) Upon reasonable notice, on the one hand, Haven and Parent Queens shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; provided, provided however, that no investigation pursuant to this Section 6.01 4.3 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party In furtherance, and not in limitation of the foregoing, Haven shall holdmake available to Queens all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger. Queens and Haven shall not, and shall cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of Queens and agents Haven will keep confidential, and will cause their respective representatives to holdkeep confidential, all information and documents obtained pursuant to this Section 4.3 or otherwise obtained in confidence all connection with the transactions contemplated by this Agreement unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or another an affiliate of any party until such time as such information is otherwise publicly availablehereto) to be returned to the party that furnished the same or destroyed; provided, however, that (i) any such information may be disclosed an officer's certificate attesting as to such destruction has been provided to the other party’s directors.
(b) During the period of time beginning on the day application materials are deemed complete by the OTS, officersthe FDIC and the FRB, employees to the extent an application was required to be filed with such regulator, and continuing to the Effective Time, including weekends and holidays, Haven shall cause CFS Bank to provide Queens, Queens Bank and their authorized agents and representatives of such party’s advisors who need full access to know such information CFS Bank's offices after normal business hours for the purpose of evaluating installing necessary wiring and equipment to be utilized by Queens Bank after the transactions contemplated hereby Effective Time; provided, that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to CFS Bank and CFS Bank approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as CFS Bank shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with CFS Bank's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulations, and Queens shall be responsible for the procurement, at Queens' expense, of all required governmental or administrative permits and approvals;
(v) Queens shall maintain appropriate insurance satisfactory to CFS Bank in connection with any work done by Queens' agents and representatives pursuant to a judicial, administrative this Section 4.3;
(vi) Queens shall reimburse CFS Bank for any out-of-pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by CFS Bank in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedterminated in accordance with Article VI hereof, each party Queens, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; providedPROVIDED, howeverHOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; providedPROVIDED, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, NeighborhoodFind and Parent and Acquisition Corp., on the other hand, MonsterDaata shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, managers, members and employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, managers, members, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and that the party disclosing such information to such persons shall be responsible for any use or disclosure of such information that is not specifically authorized by this Agreement), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (WestMountain Alternative Energy Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The (a) Subject to applicable laws and regulations, upon reasonable notice during the period from the date hereof through the Effective Time, each of Company, on the one handParent and Buyer shall, and Parent shall cause their Representatives to, and Acquisition Corp.Company shall cause its Subsidiaries to, on afford the Representatives of the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full party reasonable access during normal business hours throughout the period prior to the Effective Time to all of its the other party's properties, books, contractsrecords, commitments documents (including, without limitation, Tax Returns for all periods open under the applicable statute of limitations), personnel, auditors and records counsel, and each party shall (including but not limited to tax returnsand Company shall cause its Subsidiaries to) and during such period, each shall furnish promptly to the other party all information concerning its business, properties and personnel such party as such other party or such other party's Representatives may reasonably request.
(b) All non-public information disclosed by any party (or its Representatives) whether before or after the date hereof, provided that no investigation pursuant in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to any other party (or its Representatives) shall be kept confidential by such other party and its Representatives and shall not be used by any such Persons other than as contemplated by this Section 6.01 shall affect any representations or warranties made hereinAgreement. Each party shall holdSubject to the requirements of applicable Law, Parent, Buyer and Company will keep confidential, and shall each will cause its employees their respective Representatives to keep confidential, all such non-public information and agents to hold, in confidence all documents unless such information (other than i) was already known to Parent, Buyer or Company, as the case may be, as long as such information that (a) is already was not obtained in such party’s possession or (b) becomes generally available to the public other than as a result violation of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or confidentiality obligation (cii) becomes available to such party on a non-confidential basis Parent, Buyer or Company, as the case may be, from a source other than a party hereto or its advisors, provided that such source is sources not known by such party Parent, Buyer or Company, respectively, to be bound by a confidentiality agreement obligation, (iii) is independently acquired by Parent, Buyer or Company, as the case may be, as a result of work carried out by any Representative of Parent, Buyer or Company, respectively, to whom no disclosure of such information has been made, (iv) is disclosed with the prior written approval of Company or other obligation Parent or Buyer, as the case may be, or (v) is or becomes readily ascertainable from publicly available information. Upon any termination of secrecy to a this Agreement, each party hereto will collect and deliver to the other, or another certify as to the destruction of, all documents obtained by it or any of its Representatives then in their possession and any copies thereof.
(c) Subject to applicable Law, if between the date hereof and the Effective Time any Governmental Entity shall commence any examination, review, investigation, action, suit or proceeding against any party until hereto with respect to the Merger, such time as such information is otherwise publicly available; provided, however, that party shall (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for give the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information)other parties prompt notice thereof, (ii) any disclosure of such information may be made keep the other parties informed as to which the party hereto furnishing such information has consented in writing status thereof and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify permit the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement parties to observe and if such protective order be present at each meeting, conference or other remedy is not obtained proceeding and have access to and be consulted in connection with any document filed or provided to such Governmental Entity in connection with such examination, review, investigation, action, suit or proceeding.
(d) Notwithstanding anything to the other party waives compliance with this provisioncontrary herein, neither Parent, Buyer nor Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the requested party will furnish only that portion rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminatedcontravene any law, each party will deliver rule, regulation, order, judgment, decree or binding agreement entered into prior to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result date of this Agreement or Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in connection herewith, whether so obtained before or after which the execution hereofrestrictions of the preceding sentence apply.
Appears in 1 contract
Samples: Merger Agreement (Avnet Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (BTHC VII Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The (a) Between the date hereof and the Closing Date, (i) Shareholders will cause the Company's officers, on directors, key employees and advisors to permit, Buyer and its representatives and agents reasonable access to the one handCompany's books and records, facilities, key personnel, customers, suppliers, independent accountants and Parent attorneys, as requested by Buyer and Acquisition Corp.(ii) Buyer will permit Shareholders and their representatives and agents access to Buyer's books and records, on facilities, key personnel, customers, suppliers, independent accountants and attorneys, as requested by Shareholders.
(b) Each of the parties hereto acknowledges that all information, documents, customer lists, patents, trademarks, copyrights, materials, specifications, business strategies, information or any other ideas which directly relate to the business of the other handparty or of the Company (collectively, "Confidential Information") shall each afford to be the other and to the other’s accountantsexclusive, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all confidential ------------------------ property of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably requestor of the Company, provided that no investigation pursuant except to the extent expressly authorized in writing for dissemination. From the date of this Section 6.01 shall affect any representations or warranties made herein. Each Agreement through and including the twenty-fourth (24th) month following the Closing Date, each party shall hold, not disclose any of such Confidential Information of the other party to any third party without the prior written consent of the other party and shall cause its employees take all reasonable steps and agents actions necessary to hold, in confidence all maintain the confidentiality of such Confidential Information. The foregoing restrictions shall not apply to any information which (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of disclosures by the non-disclosing party, (ii) was available to the non-disclosing party on a non-confidential basis prior to disclosure to it by such party or its directorsthe other party, officers, managers, employees, agents or advisors or (ciii) becomes available to such the non- disclosing party on a non-confidential basis from a any source other than a party hereto or its advisorsthe disclosing party, provided that such source is not known by such party to be bound by a confidentiality agreement with one of the parties hereto, or other obligation of secrecy (iv) is required to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provisionGovernmental Entity. In addition, the requested party will furnish only that portion of such information that obligations set forth in this Section 8.04(b) shall not apply to Buyer with respect to Confidential Information which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained acquired by such party or on its behalf from the other party Buyer as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereofconsummation of the transactions contemplated herein.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and writing; (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished; and (D) any information reasonably required or necessary in the discretion of counsel to Parent or counsel to the Company to cause the Private Placement to comply with the requirements of Rule 10b-5 of the Exchange Act shall be permitted. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company(a) Upon reasonable notice, on the one hand, Ironbound and Parent RCFC shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; provided, provided however, that no investigation pursuant to this Section 6.01 4.3 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdIn furtherance, and not in limitation of the foregoing, Ironbound shall make available to RCFC all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. RCFC and Ironbound will not, and will cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of RCFC and agents Ironbound will keep confidential, and will cause their respective representatives to holdkeep confidential, in confidence all information and documents obtained pursuant to this Section 4.3 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or another an affiliate of any party until such hereto) to be returned to the party that furnished the same.
(b) During the period of time as such information is otherwise publicly available; providedbeginning on the day application materials for the Bank Merger are initially filed with the OTS, howeverthe FDIC, that the NYBD and the NJBD (ibut in no event earlier than 30 days prior to the Effective Time) any such information may be disclosed and continuing to such party’s directorsthe Effective Time, officersincluding weekends and holidays, employees Ironbound shall cause Ironbound Bank to provide RCFC, RCFC Bank and their authorized agents and representatives of such party’s advisors who need full access to know such information Ironbound Bank's offices after normal business hours for the purpose of evaluating installing necessary wiring and equipment (at RCFC's expense) to be utilized by RCFC Bank after the transactions contemplated hereby Effective Time; provided, that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to Ironbound Bank and Ironbound Bank approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as Ironbound Bank shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with Ironbound Bank's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulations, and RCFC Bank shall be responsible for the procurement, at RCFC Bank's expense, of all required governmental or administrative permits and approvals;
(v) RCFC Bank shall maintain appropriate insurance satisfactory to Ironbound Bank in connection with any work done by RCFC Bank's agents and representatives pursuant to a judicial, administrative this Section 4.3;
(vi) RCFC Bank shall reimburse Ironbound Bank for any material out-of- pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by Ironbound Bank in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedterminated in accordance with Article VI hereof, each party RCFC Bank, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 1 contract
Access and Information. The Company, on the one hand, CLOUD CHANNEL and Parent and Acquisition Corp., on the other hand, RTG shall each afford to the other and to the other’s others accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time Closing to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which: (ai) is already in such party’s possession or possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, Company and Parent have and Acquisition Corp., on the other hand, shall each continue to afford to the other and to the other’s accountants, counsel and other representatives full access access, during normal business hours hours, throughout the period prior subsequent to the Effective Time Closing until all filing requirements with respect to the Exchange are met, solely for the purposes of filing any documents required to be filed with the Commission, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence strict confidence, all such information (other than such information that which: (ai) is already in such party’s possession or possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.;
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Sub shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Spatializer Audio Laboratories Inc)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; PROVIDED, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; providedPROVIDED, howeverHOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; providedPROVIDED, furtherHOWEVER, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Lighten Up Enterprises International Inc)
Access and Information. (a) The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. .
(b) Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (FTOH Corp)
Access and Information. The Company, on the one hand, Extreme and Parent and Acquisition Corp., on the other hand, Falcon shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Share Exchange Agreement (Falcon Media Services LTD)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cb) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and agree to hold such information confidential pursuant to the terms hereof), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Reliability Inc)
Access and Information. The Company, on the one hand, Holdings and Parent and Acquisition Corp., on the other hand, RTG shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time Closing to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which: (ai) is already in such party’s possession or possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The CompanyUpon reasonable notice, on the one hand, ABC ---------------------- and Parent AFH shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) such other information as either party may reasonably request and during such period, each of ABC and AFH shall, and shall furnish promptly cause their respective Subsidiaries to, make available to the other all information concerning its businessparty a copy of each report, properties schedule, registration statement and personnel as other document filed or received by it during such other party may reasonably requestperiod pursuant to the requirements of federal securities laws or federal or state banking laws; PROVIDED, provided HOWEVER, that no investigation pursuant to this Section 6.01 SECTION 4.2 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdAFH and ABC will not, and shall will use their reasonable best efforts to cause its employees their respective representatives not to, use any information obtained pursuant to this SECTION 4.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of AFH and agents ABC will keep confidential, and will use their reasonable best efforts to holdcause their respective representatives to keep confidential, in confidence all information and documents obtained pursuant to this SECTION 4.2 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a secrecy, (iii) is disclosed with the prior written approval of the other party hereto or another party until such time as such (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating terminated or the transactions contemplated hereby (it being understood that such directorsby this Agreement shall otherwise fail to be consummated, officers, employees each party shall promptly cause all copies of documents or extracts thereof containing information and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made data as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other hereto (or an affiliate of any party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts hereto) to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver returned to the other all documents and other materials (including copies) obtained by such party or on its behalf from that furnished the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereofsame.
Appears in 1 contract
Access and Information. The Company(a) Upon reasonable notice, on the one handLISB and AFC shall (and shall cause its respective Subsidiaries to) afford to each other and their respective representatives (including, without limitation, directors, officers and employees of such party and its affiliates, and Parent and Acquisition Corp.counsel, on the other hand, shall each afford to the other and to the other’s accountants, counsel accountants and other representatives full professionals retained) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; PROVIDED, provided HOWEVER, that no investigation pursuant to this Section 6.01 4.03 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdIn furtherance, and not in limitation of the foregoing, LISB shall make available to AFC all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. AFC and LISB will not, and will cause its employees respective representatives not to, use any information obtained pursuant to this Section 4.03 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each of AFC and agents LISB will keep confidential, and will cause its respective representatives to holdkeep confidential, in confidence all information and documents obtained pursuant to this Section 4.03 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement obligation or agreement, (iii) is disclosed with the prior written approval of the other party or other obligation (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to be consummated, each party shall promptly cause all copies of secrecy documents or extracts thereof containing information and data as to a another party hereto (or another an affiliate of any party until such hereto) to be returned to the party which furnished the same.
(b) During the period of time as such information is otherwise publicly available; providedbeginning on the day application materials for the Bank Merger are initially filed with the OTS and continuing to the Effective Time, howeverincluding weekends and holidays, that (i) any such information may be disclosed LISB shall cause LISB Bank to such party’s directors, officers, employees provide the Association and its authorized agents and representatives of such party’s advisors who need full access to know such information LISB Bank's offices for the purpose of evaluating installing any necessary wiring and equipment to be utilized by the transactions contemplated hereby Association after the Effective Time; PROVIDED, that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to LISB Bank, and LISB Bank approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as LISB Bank shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with LISB Bank's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulation, and the Association shall be responsible for the procurement, at the Association's expense, of all required governmental or administrative permits and approvals;
(v) the Association shall maintain appropriate insurance satisfactory to LISB Bank in connection with any work done by the Association's agents and representatives pursuant to a judicial, administrative this Section 4.03;
(vi) the Association shall reimburse LISB Bank for any material out-of-pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by LISB Bank in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedTerminated in accordance with Article VI hereof, each party the Association, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) is or becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Powerverde, Inc.)
Access and Information. The CompanyUpon reasonable notice, on the one hand, Heritage ---------------------- and Parent SouthBanc shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) such other information as either party may reasonably request and during such period, each of Heritage and SouthBanc shall, and shall furnish promptly cause their respective Subsidiaries to, make available to the other all information concerning its businessparty a copy of each report, properties schedule, registration statement and personnel as other document filed or received by it during such other party may reasonably requestperiod pursuant to the requirements of federal securities laws or federal or state banking laws; provided, provided however, that no investigation pursuant to this Section 6.01 4.2 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdSouthBanc and Heritage will not, and shall will use their best efforts to cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of SouthBanc and agents Heritage will keep confidential, and will use their best efforts to holdcause their respective representatives to keep confidential, in confidence all information and documents obtained pursuant to this Section 4.2 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a secrecy, (iii) is 45 disclosed with the prior written approval of the other party hereto or another party until such time as such (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating terminated or the transactions contemplated hereby (it being understood that such directorsby this Agreement shall otherwise fail to be consummated, officers, employees each party shall promptly cause all copies of documents or extracts thereof containing information and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made data as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other hereto (or an affiliate of any party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts hereto) to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver returned to the other all documents and other materials (including copies) obtained by such party or on its behalf from that furnished the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereofsame.
Appears in 1 contract
Access and Information. The Company, on the one handParent, and Parent HFO and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returnsthe Parent’s Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. The parties confirm that Parent has received financial information as identified in Section 4.5 and has had an opportunity to speak with Company’s counsel to ask questions. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available); provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and and, if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnishedrequired. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, Company and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s 's accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on (a) Seller shall cause the one hand, and Parent and Acquisition Corp., on the other hand, shall each Company to afford to the other Buyer and to the other’s its officers, employees, accountants, consultants, legal counsel and other representatives full access reasonable access, during normal business hours throughout the period prior to the Effective Time and upon reasonable notice, to all of its information concerning the business, properties, books, contracts, commitments Plans and records personnel of the Company as Buyer may reasonably request.
(including but not limited b) Buyer shall afford to tax returns) Seller, the Company and its officers, employees, accountants, consultants, legal counsel and other representatives reasonable access, during such periodnormal business hours and upon reasonable notice, each shall furnish promptly to the other all information concerning its reasonably related to Buyer's business, properties and contracts as Seller may reasonably request and which is reasonably necessary in connection with the transactions contemplated by this Agreement.
(c) Each party will, and will use reasonable efforts to cause its officers, employees, accountants, consultants, legal counsel and other representatives to, not disclose to any person any information regarding the other parties (including information regarding the business, properties, contracts or personnel as of such other party parties) or any of the terms or conditions of this Agreement or the other agreements and transactions contemplated hereby; provided, however, that (i) any of such information may reasonably requestbe disclosed to a party's officers, provided that no investigation pursuant employees, accountants, consultants, legal counsel or other representatives who need to know such information in connection with this Agreement and the transactions contemplated hereby and (ii) any disclosure of such information may be made to which the other parties consent in writing. Notwithstanding the foregoing, this Section 6.01 5.04(c) shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents not apply to hold, in confidence all such information which (other than such information that (aA) is already in a party's possession (provided that such information is not known by such party to be subject to another confidentiality agreement with or other obligation of secrecy to another party’s possession or ), (bB) becomes generally available to the public other than as a result of a disclosure by such a party or its directors, officers, managers, employees, agents accountants, consultants, legal counsel or advisors or other representatives, (cC) becomes available to such a party on a non-confidential nonconfidential basis from a source other than a another party hereto or its advisorsofficers, employees, accountants, consultants, legal counsel or other representatives (provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto another party) or another party until such time as such information is otherwise publicly available; provided, however, that (iD) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as is required to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative disclose by law or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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 hereofcourt order.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Payors & United Providers Inc)
Access and Information. The (a) Subject to applicable laws and regulations, upon reasonable notice during the period from the date hereof through the Effective Time, each of Company, on the one handParent and Buyer shall, and Parent shall cause their Representatives to, and Acquisition Corp.Company shall cause its Subsidiaries to, on afford the Representatives of the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full party reasonable access during normal business hours throughout the period prior to the Effective Time to all of its the other party's properties, books, contractsrecords, commitments documents (including, without limitation, Tax Returns for all periods open under the applicable statute of limitations), personnel, auditors and records counsel, and each party shall (including but not limited to tax returnsand Company shall cause its Subsidiaries to) and during such period, each shall furnish promptly to the other party all information concerning its business, properties and personnel such party as such other party or such other party's Representatives may reasonably request.
(b) All non-public information disclosed by any party (or its Representatives) whether before or after the date hereof, provided that no investigation pursuant in connection with the transactions contemplated by, or the discussions and negotiations preceding, this Agreement to any other party (or its Representatives) shall be kept confidential by such other party and its Representatives and shall not be used by any such Persons other than as contemplated by this Section 6.01 shall affect any representations or warranties made hereinAgreement. Each party shall holdSubject to the requirements of applicable Law, Parent, Buyer and Company will keep confidential, and shall each will cause its employees their respective Representatives to keep confidential, all such non-public information and agents to hold, in confidence all documents unless such information (other than i) was already known to Parent, Buyer or Company, as the case may be, as long as such information that (a) is already was not obtained in such party’s possession or (b) becomes generally available to the public other than as a result violation of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or confidentiality obligation (cii) becomes available to such party on a non-confidential basis Parent, Buyer or Company, as the case may be, from a source -29- 35 other than a party hereto or its advisors, provided that such source is sources not known by such party Parent, Buyer or Company, respectively, to be bound by a confidentiality agreement obligation, (iii) is independently acquired by Parent, Buyer or Company, as the case may be, as a result of work carried out by any Representative of Parent, Buyer or Company, respectively, to whom no disclosure of such information has been made, (iv) is disclosed with the prior written approval of Company or other obligation Parent or Buyer, as the case may be, or (v) is or becomes readily ascertainable from publicly available information. Upon any termination of secrecy to a this Agreement, each party hereto will collect and deliver to the other, or another certify as to the destruction of, all documents obtained by it or any of its Representatives then in their possession and any copies thereof.
(c) Subject to applicable Law, if between the date hereof and the Effective Time any Governmental Entity shall commence any examination, review, investigation, action, suit or proceeding against any party until hereto with respect to the Merger, such time as such information is otherwise publicly available; provided, however, that party shall (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for give the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information)other parties prompt notice thereof, (ii) any disclosure of such information may be made keep the other parties informed as to which the party hereto furnishing such information has consented in writing status thereof and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify permit the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement parties to observe and if such protective order be present at each meeting, conference or other remedy is not obtained proceeding and have access to and be consulted in connection with any document filed or provided to such Governmental Entity in connection with such examination, review, investigation, action, suit or proceeding.
(d) Notwithstanding anything to the other party waives compliance with this provisioncontrary herein, neither Parent, Buyer nor Company nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the requested party will furnish only that portion rights of its customers, jeopardize the attorney-client privilege of the entity in possession or control of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminatedcontravene any law, each party will deliver rule, regulation, order, judgment, decree or binding agreement entered into prior to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result date of this Agreement or Agreement. The parties will make appropriate substitute disclosure arrangements under circumstances in connection herewith, whether so obtained before or after which the execution hereofrestrictions of the preceding sentence apply.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kent Electronics Corp)
Access and Information. The Company(a) Upon reasonable notice, on the one hand, Haven and Parent Queens shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; provided, provided however, that no investigation pursuant to this Section 6.01 4.3 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party In furtherance, and not in limitation of the foregoing, Haven shall holdmake available to Queens all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger. Queens and Haven shall not, and shall cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of Queens and agents Haven will keep confidential, and will cause their respective representatives to holdkeep confidential, all information and documents obtained pursuant to this Section 4.3 or otherwise obtained in confidence all connection with the transactions contemplated by this Agreement unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or another an affiliate of any party until such time as such information is otherwise publicly availablehereto) to be returned to the party that furnished the same or destroyed; provided, however, that (i) any such information may be disclosed an officer's certificate attesting as to such destruction has been provided to the other party’s directors.
(b) During the period of time beginning on the day application materials are deemed complete by the OTS, officersthe FDIC and the FRB, employees to the extent an application was required to be filed with such regulator, and continuing to the Effective Time, including weekends and holidays, Haven shall cause CFS Bank to provide Queens, Queens Bank and their authorized agents and representatives of such party’s advisors who need full access to know such information CFS Bank's offices after normal business hours for the purpose of evaluating installing necessary wiring and equipment to be utilized by Queens Bank after the transactions contemplated hereby Effective Time; provided that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to CFS Bank and CFS Bank approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as CFS Bank shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with CFS Bank's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulations, and Queens shall be responsible for the procurement, at Queens' expense, of all required governmental or administrative permits and approvals;
(v) Queens shall maintain appropriate insurance satisfactory to CFS Bank in connection with any work done by Queens' agents and representatives pursuant to a judicial, administrative this Section 4.3;
(vi) Queens shall reimburse CFS Bank for any out-of-pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by CFS Bank in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedterminated in accordance with Article VI hereof, each party Queens, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 1 contract
Access and Information. The CompanyFrom the date hereof until the earlier of the Closing and the date this Agreement is terminated in accordance with Article VIII, on the one handCompany shall, and shall ensure that each of its Subsidiaries and its and their respective representatives permit Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel its advisers and other representatives full access to have reasonable access, during normal business hours throughout the period prior and upon reasonable advance written notice, to the Effective Time to all of Company’s and its propertiesSubsidiaries’ personnel, books, contracts, commitments properties and facilities and books and records (provided that they shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and its Subsidiaries). From the date hereof until the earlier of the Closing and the date this Agreement is terminated in accordance with Article VIII, the Company shall: (a) furnish, or cause to be furnished, to Parent financial and material operating data and other material information (including but not limited Tax information) with respect to tax returnsany Company Entity as Parent may from time to time reasonably request in writing and subject to any applicable Law and (b) provide to Parent (i) monthly financial statements of the Company within fifteen (15) days following each month-end following the date hereof, in form and during such period, each shall furnish promptly substance as historically provided to the other all Company Board or as otherwise reasonably requested by Parent and (ii) quarterly financial statements of the Company within thirty (30) days following each quarter end following the date hereof, in form and substance as historically provided to the Company Board or as otherwise reasonably requested by Parent. No information concerning its business, properties and personnel as such other provided to or obtained by any party may reasonably request, provided that no investigation hereto pursuant to this Section 6.01 shall limit or otherwise affect any the remedies available hereunder to such party, or act as a waiver or otherwise affect the representations or warranties made hereinof the disclosing party in this Agreement. Each party Nothing herein shall holdlimit or modify the obligations of the parties set forth in that certain Mutual Non-Disclosure Agreement, dated May 26, 2022, between Parent and the Company (the “Confidentiality Agreement”), and any information provided pursuant to this Section 6.01 shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available be subject to the public other than as a result terms and conditions of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly availablethe Confidentiality Agreement; provided, however, that (i) any of the information provided pursuant to this Section 6.01 may be included in the Registration Statement or any Other Filing to the extent required by the rules and regulations of the SEC or other Governmental Authority. Notwithstanding anything herein to the contrary, no party hereto shall be required to take any action, provide any access or furnish any information to the extent that furnishing such information may be disclosed to or affording such party’s directorsaccess would, officers, employees and representatives in the opinion of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby outside counsel, (it being understood that such directors, officers, employees and representatives shall be informed by such party A) cause or constitute a waiver of the confidential nature of such information)attorney-client or other privilege, (iiB) violate any disclosure of such information may be made as Contract to which the Company is a party hereto furnishing such information has consented in writing and or bound or (iiiC) any such information may be disclosed pursuant to a judicialviolate applicable Law, administrative or governmental order or request; provided, further, provided that the requested party will promptly so notify parties hereto agree to cooperate in good faith to make alternative arrangements to allow for such access or furnishing in a manner that does not result in the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials events set out in clauses (including copiesA) 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 hereofthrough (C) above.
Appears in 1 contract
Access and Information. The Company(a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which MNAC, on the one handCorVu or any of their respective Subsidiaries is a party (in which case MNAC or CorVu shall use all commercially reasonable efforts to provide acceptable alternative arrangements, and Parent and Acquisition Corp.not in violation of such agreement or arrangement, on for disclosure to the other handparty) or pursuant to applicable law, MNAC and CorVu shall each afford to the other party, and to the other’s other party's accountants, counsel officers, directors, employees, counsel, and other representatives full representatives, reasonable access during normal business hours throughout upon reasonable prior notice, from the period prior to date hereof through the Effective Time Time, to all of its properties, books, contracts, commitments commitments, and records (including but not limited to tax returns) and records, and, during such period, MNAC and CorVu shall each shall furnish promptly to the other party all information concerning its businessMNAC's or CorVu's businesses, properties prospects, properties, liabilities, results of operations, financial condition, officers, employees, investigators, distributors, customers, and personnel suppliers as the other party may reasonably request and reasonable opportunity to contact and obtain information from such officers, employees, investigators, distributors, customers, and suppliers as the other party may reasonably request. During the period from the date hereof to the Effective Time, provided the parties shall in good faith meet and correspond on a regular basis for mutual consultation concerning the conduct of MNAC's and CorVu's businesses and, in connection therewith, CorVu and MNAC shall be entitled, during normal business hours upon reasonable prior notice and in a manner that no investigation pursuant does not unreasonably interfere with the other party's business, to this Section 6.01 shall affect any representations have employees or warranties made herein. Each other representatives present at the offices of the other party shall holdand its subsidiaries to observe, and shall cause its employees be kept informed concerning such other party's operations and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or business planning.
(b) becomes generally available Prior to closing and if, for any reason, the public other than as a result transactions contemplated by this Agreement are not consummated, neither MNAC nor CorVu nor any of a disclosure by such party or its directors, their officers, managers, employees, agents attorneys, accountants and other representatives, shall disclose to third parties or advisors or (c) becomes available to such otherwise use any confidential information received from the other party on a non-confidential basis from a source other than a party hereto or its advisorsin the course of investigating, provided that such source is not known negotiating, and performing the transactions contemplated by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly availablethis Agreement; provided, however, that nothing shall be deemed to be confidential information which:
(i) any such is known to the party receiving the information may be disclosed to such party’s directors, officers, employees and representatives at the time of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), disclosure;
(ii) any becomes publicly known or available without the disclosure of such information may be made as to which thereof by the party hereto furnishing such receiving the information has consented in writing and violation of this Agreement; or
(iii) is rightfully received by the party receiving the information from a third party. This provision shall not prohibit the disclosure of information required to be made under federal or state securities laws. If any disclosure is so required, the party making such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify disclosure shall consult with the other party so that prior to making such disclosure, and the other party may seek parties shall use all reasonable efforts, acting in good faith, to agree upon a protective order or appropriate remedy and/or waive compliance with this Agreement and if text for such protective order or other remedy disclosure which is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts satisfactory to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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 hereofboth parties.
Appears in 1 contract
Samples: Merger Agreement (Corvu Corp)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Company shall each afford to the other Subscribers and to the other’s their accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other Subscribers all information concerning its business, properties and personnel as such other party the Subscribers may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Subscription and Securities Purchase Agreement (New You, Inc.)
Access and Information. The Company, on the one hand, Company and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access access, during normal business hours throughout the period prior to the Effective Time Closing, and subsequent to the Closing until all pre-Closing filing requirements are met, solely for the purposes of filing any documents required to be filed with the Commission, to all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence strict confidence, all such information (other than such information that which: (ai) is already in such party’s possession or possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Securities Exchange Agreement (Sustainable Projects Group Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available); provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Excel Corp)
Access and Information. The Company, on the one hand, Company and Parent and Acquisition Corp., on the other hand, Galaxy shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its their properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Share Exchange Agreement (Secured Diversified Investment LTD)
Access and Information. The Company, on Seller and the one hand, and Parent and Acquisition Corp., on the other hand, Purchaser shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time Closing Date to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or requestrequest or applicable laws or rules of the SEC; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Asset Purchase Agreement (MultiPlayer Online Dragon, Inc.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or requestrequest or applicable laws or rules of the Commission; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The CompanyUpon reasonable notice, on the one handPeoples shall, and Parent and Acquisition Corp.shall cause each Peoples Subsidiary to, on the other hand, shall each afford to the other Integra and to the other’s accountantsits representatives (including, counsel without limitation, directors, officers and employees of Integra and its Affiliates, and counsel, accountants and other representatives full professionals retained) such access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, Tax Returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party information as Integra may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) Peoples shall not be required to provide access to any such information may or properties if the providing of such access (a) would interfere unnecessarily with the normal operations of Peoples and the Peoples’ Subsidiaries; (b) would be disclosed reasonably likely, upon the advice of counsel, to result in the loss or impairment of any privilege generally recognized under law with respect to such party’s directorsinformation or (c) would be precluded by any lease, officersContract or legally enforceable agreement in existence prior to the date hereof or by any Law, employees and representatives judgment, Order, decree, license or permit of such party’s advisors who need any Governmental Entity. All information furnished by one party to know such information for the purpose of evaluating other party in connection with this Agreement or the transactions contemplated hereby shall be kept confidential by such other party (and shall be used by it being understood only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such directors, officers, employees and representatives shall information (i) already is known to such other party when received from a source not known by the receiving party to be informed by such party under an obligation of the confidential nature of such information)confidentiality, (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and thereafter becomes lawfully obtainable from other sources or (iii) any such information may is required to be disclosed pursuant to a judicialin any non-confidential document filed with the Commission, administrative the FRB, the OCC, the OTS, the Department of Justice, or governmental order or request; provided, further, any other Governmental Entity. In the event that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with transactions contemplated by this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts shall fail to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminatedconsummated, each party will deliver shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the other all documents and other materials (including copies) obtained by such party that furnished the same 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 hereofbe destroyed.
Appears in 1 contract
Samples: Merger Agreement (Peoples Community Bancorp Inc /Md/)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (WESTMOUNTAIN Co)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp.the Company, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time Closing Date to all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Share Exchange and Reorganization Agreement (Concrete Leveling Systems Inc)
Access and Information. The Company, on the one hand, and Parent Parent, Holdings and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The CompanyEPT, on the one hand, and Parent Pubco and Acquisition Corp.Merger Sub, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (International Metals Streaming Corp.)
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returnsTax Returns) and during such period, each shall furnish promptly prompt ly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (bi) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; providedprovided , however, that that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing; and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; request provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provisionprovision , the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Second Effective Time, the Company, on the one hand, and Parent and Acquisition Corp.Parent, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative an Order or governmental order Applicable Laws or requestrules of the SEC; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company(a) Each of the Company and the Acquiror and its Subsidiaries shall, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each (i) afford to the other and to the other’s its officers, directors, employees, accountants, counsel consultants, legal counsel, agents and other representatives full access during normal business hours throughout (collectively, in the period case of the Company, the "Company's Representatives" and, in the case of the Acquiror and its Subsidiaries, the "Acquiror's Representatives") access, at reasonable times upon reasonable prior notice, to the Effective Time to all of its officers, employees, agents, properties, books, contracts, commitments offices and other facilities of the other and to its books and records and (including but not limited to tax returnsii) and during such period, each shall furnish promptly to the other all and its Representatives such information concerning its business, properties properties, contracts, records and personnel (including financial, operating and other data and information) as such may be reasonably requested, from time to time, by or on behalf of the other party.
(b) Each party may reasonably request, provided that no investigation pursuant to this Agreement (the Acquiror Companies being considered one party for purposes of this Section 6.01 shall affect any representations or warranties made herein. Each party 6.4(b)) shall hold, and shall cause its employees and agents representatives to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available unless and to the public extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other than requirements of law) all Confidential Information (as a result of a disclosure by such defined below) and will not disclose the same to any third party or its directors, officers, managers, employees, agents or advisors or (c) becomes available except as may reasonably be necessary to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees carry out this Agreement and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directorshereby, officers, employees and representatives shall be informed including any due diligence review by such party or on behalf of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnishedeach party. If this Agreement is terminated, each party will deliver shall, and shall cause its respective representatives to, promptly return to the other party/parties all documents Confidential Information furnished by such other party/parties, including all copies and other materials (including copies) summaries thereof. As used herein, "Confidential Information" with respect to each party shall mean all information concerning such party obtained by each other party and their representatives from such first party in connection with the transactions contemplated by this Agreement, except information (i) ascertainable or on obtained from public information; (ii) received from a third party not employed by or otherwise affiliated with the party receiving the information; or (iii) which is or becomes known to the public other than through a breach of this Agreement by the party receiving the information or any of its behalf representatives. If this Agreement is terminated for any reason pursuant to Article IX hereof, each of the Company and the Acquiror shall, within ten days after a request therefor from the other, return or destroy (and provide the other party as within such ten-day time period with a result certificate of this Agreement an executive officer certifying such destruction) all of the information furnished to such party and its Representatives pursuant to the provisions of Section 6.4(a) and all internal memoranda, analyses, evaluations and other similar material containing, reflecting or prepared from any such information, in connection herewith, whether so obtained before or after each case other than information available to the execution hereofgeneral public without restriction.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Southridge Technology Group, Inc.)
Access and Information. The Company, (a) During the period commencing on the one handdate hereof and continuing through the Closing Date, and Parent and Acquisition Corp., on the other hand, Seller shall each afford to the other Purchaser and to the other’s Purchaser's accountants, counsel counsel, investment bankers, consultants, engineers and other representatives full representatives, reasonable access during normal business hours throughout the period prior to the Effective Time to all of its properties, including without limitation to the books, contracts, commitments Assets, commitments, records and records (including but not limited to tax returns) and personnel and, during such period, each shall to furnish promptly to the other Purchaser all information (the "Confidential Information") concerning its business, properties the Business and personnel the Assets and such items as such other party Purchaser may reasonably request. In addition, during such period, Seller shall afford to Purchaser and its counsel, consultants, engineers and other representatives the right to inspect, investigate, review and perform tests on the Assets, provided that no investigation pursuant such does not materially interfere with the normal business activities of Seller.
(b) Except to this the extent permitted by the provisions of Section 6.01 6.8 hereof, Purchaser shall affect any representations or warranties made herein. Each party shall holdhold in confidence, and shall cause use reasonable efforts to ensure that its employees and agents to holdrepresentatives hold in confidence, in confidence all such information (other than Confidential Information supplied to it by Seller concerning Seller and shall not disclose such information Confidential Information to any third party except as may be required by any Legal Requirement and except for Confidential Information that (ai) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party Purchaser or its directorsrepresentatives, officers, managers, employees, agents or advisors or (cii) becomes available to Purchaser or its representatives from a third party other than Seller, and Purchaser or its representatives have no reason to believe that such third party is not entitled to disclose such Confidential Information, (iii) is known to Purchaser or its representatives on a non-confidential nonconfidential basis from prior to its disclosure by Seller or (iv) is made available by Seller to any other Person on a source other than a nonrestricted basis. Purchaser's obligations under the foregoing sentence shall expire on the Closing Date or, if the Closing does not occur, two years after the date hereof.
(c) Except to the extent permitted by the provisions of Sections 6.4 and 6.8 hereof, Seller shall hold in confidence, and shall use reasonable efforts to ensure that its employees and representatives hold in confidence, all such Confidential Information supplied to it by Purchaser concerning Purchaser and shall not disclose such Confidential Information to any third party hereto or its advisors, provided that such source is not known except as may be required by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, any Legal Requirement and except for Confidential Information that (i) any such information may be disclosed is or becomes generally available to such party’s directors, officers, employees and representatives the public other than as a result of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed disclosure by such party of the confidential nature of such information)Seller or its representatives, (ii) any disclosure of becomes available to Seller or its representatives from a third party other than Purchaser, and Seller or its representatives have no reason to believe that such information may be made as third party is not entitled to which the party hereto furnishing disclose such information has consented in writing and Confidential Information, (iii) is known to Seller or its representatives on a nonconfidential basis prior to its disclosure by Purchaser or (iv) is made available by Purchaser to any such information may be disclosed pursuant to other Person on a judicialnonrestricted basis. Seller's obligations under the foregoing sentence shall expire on the Closing Date or, administrative or governmental order or request; providedif the Closing does not occur, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (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 two years after the execution date hereof.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Merger Sub shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party Party may reasonably request, provided that no investigation pursuant to this Section 6.01 4.3 shall affect any representations or warranties made herein. Each party Party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party Party or its directors, officers, managers, employees, agents or advisors advisors, or (cb) becomes available to such party Party on a non-confidential basis from a source other than a party Party hereto or its advisors, provided provided, that such source is not known by such party Party to be bound by a confidentiality agreement with or other obligation of secrecy to a party Party hereto or another party until such time as such information is otherwise publicly available; provided, howeverfurther, that (i1) any such information may be disclosed to such partyParty’s directors, officers, employees and representatives of such partyParty’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party Party of the confidential nature of such informationinformation and agree to be bound by the terms hereof), (ii2) any disclosure of such information may be made as to which the party Party hereto furnishing such information has consented in writing writing, and (iii3) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that request so long as the requested party will Party promptly so notify notifies the other party Party so that the other party Party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party Party waives compliance with this provision, the requested party Party will furnish only that portion of such information that which is legally required and will exercise its best commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will Party shall deliver to the other all documents and other materials (including copies) obtained by such party Party or on its behalf from the other party Party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.
Appears in 1 contract
Samples: Merger Agreement (International Food & Wine Consultants, Inc.)
Access and Information. The Company(a) Upon reasonable notice, on the one handeach Party shall, and Parent and Acquisition Corp.each Party shall cause its Subsidiaries to, on afford the other handParty and its officers, shall each afford to the other and to the other’s accountantsdirectors, counsel employees, consultants, representatives and other representatives full access agents, including investment bankers, attorneys, accountants and other advisors (collectively, “Representatives”), reasonable access, during normal business hours throughout the period prior to the Effective Time Time, to all of its the officers, employees, properties, books, contracts, commitments books and records (including but not limited of the other Party and its Subsidiaries so that they may have the opportunity to tax returns) make such investigations of the business and during affairs of the other Party and its Subsidiaries as they reasonably desire. Each Party shall cause its officers and employees, in a manner consistent with the fulfillment of their ongoing duties and obligations, to furnish such periodadditional financial and operating data and other information, and respond to such inquiries, as the other Party reasonably requests from time to time. Prior to their filing, each Party shall furnish furnish, as promptly as reasonably practicable, to the other all information concerning Party a copy of each registration statement, prospectus, report, schedule, form, statement and other document that will be filed by it or any of its business, properties and personnel as such other party may reasonably request, provided that no investigation Subsidiaries after the date of this Agreement pursuant to this Section 6.01 the requirements of Securities Laws or the Securities Authorities.
(b) Prior to the Effective Time, each Party shall affect any representations furnish, as promptly as reasonably practicable, to the other Party a copy of all monthly and other interim financial statements as the same become available and shall cause one or warranties made hereinmore of its designated Representatives to confer on a regular and frequent basis with designated Representatives of the other Party. Each party Party shall holdprovide the other Party with prompt written notice of any material change in the business or affairs of such Party or any of its Subsidiaries and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) by Governmental Entities, or the institution or, to its knowledge, the threat of material litigation (including all litigation relating to the transactions contemplated hereby), and such disclosing Party shall keep the other Party fully informed of such events.
(c) Prior to the Effective Time, each Party shall confer on a regular and frequent basis with one or more Representatives of the other Party to report operational matters of materiality and the general status of ongoing operations. Subject to applicable Law, prior to the Effective Time, Company shall, and shall cause its employees Subsidiaries to, cooperate with Acquiror as it reasonably requests to assist Acquiror in planning to implement Acquiror’s plans for conducting the combined operations of Acquiror and agents its Subsidiaries, together with Company and its Subsidiaries, after the Effective Time.
(d) Notwithstanding the foregoing, neither Party (nor any of its Subsidiaries) shall be required to hold, in confidence all such information (other than such information that (a) is already in such party’s possession provide access to or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that disclose (i) any such information may be disclosed to such party’s directorsthat, officersif provided, employees and representatives would adversely affect the ability of such party’s advisors who need Party (or any of Subsidiaries) to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information)assert attorney-client or attorney work product privilege or a similar privilege, (ii) any disclosure information that, in the reasonable opinion of such information Party’s legal counsel, may be made as to which the party hereto furnishing such information has consented result in writing and (iii) a violation of any such information may be disclosed pursuant to a judicial, administrative applicable Law or governmental order Order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver any binding Contract entered into prior to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result date of this Agreement or (iii) information that such Party reasonably believes is competitively sensitive. Each Party shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in connection herewith, whether so obtained before which the restrictions of the preceding sentence apply.
(e) No investigation made by either Party or after its Representatives shall affect the execution hereofrepresentations and warranties made by the other Party in this Agreement.
Appears in 1 contract
Access and Information. The Company, on the one hand, Companies and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access access, during normal business hours throughout the period prior to the Effective Time Closing, and subsequent to the Closing until all pre-Closing filing requirements are met, solely for the purposes of filing any documents required to be filed with the Commission, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence strict confidence, all such information (other than such information that which: (ai) is already in such party’s possession or possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided PROVIDED that no investigation pursuant to this Section 6.01 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; providedPROVIDED, howeverHOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iiiC) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; providedPROVIDED, furtherHOWEVER, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract
Samples: Merger Agreement (Refocus Group Inc)
Access and Information. The Company(a) Upon reasonable notice, on the one hand, TRFC and Parent RBI shall (and Acquisition Corp., on the other hand, shall each cause their respective Subsidiaries to) afford to the other and to the other’s accountantstheir respective representatives (including, counsel without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other representatives full professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to all the books, records (including, without limitation, tax returns and work papers of its independent auditors), properties, books, contracts, commitments personnel and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other information as either party may reasonably request; provided, provided however, that no investigation pursuant to this Section 6.01 4.3 shall affect or be deemed to modify any representations representation or warranties warranty made herein. Each party shall holdIn furtherance, and not in limitation of the foregoing, TRFC shall make available to RBI all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger or the Bank Merger. RBI and TRFC will not, and will cause its employees their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of RBI and agents TRFC will keep confidential, and will cause their respective representatives to holdkeep confidential, in confidence all information and documents obtained pursuant to this Section 4.3 unless such information (other than such information that (ai) is was already in such party’s possession or (b) becomes generally available known to the public other than as a result of a disclosure by such party or its directorsan affiliate of such party, officersother than pursuant to a confidentiality agreement or other confidential relationship, managers, employees, agents or advisors or (cii) becomes available to such party on a non-confidential basis or an affiliate of such party from a source other than a party hereto or its advisors, provided that such source is sources not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or another an affiliate of any party until such hereto) to be returned to the party that furnished the same.
(b) During the period of time as such information is otherwise publicly available; providedbeginning on the day application materials for the Bank Merger are initially filed with the OTS, howeverthe FDIC and the Banking Department and continuing to the Effective Time, that (i) any such information may be disclosed including weekends and holidays, TRFC shall cause TRFC Bank to such party’s directorsprovide RBI, officers, employees RBI Bank and their authorized agents and representatives of such party’s advisors who need full access to know such information TRFC Bank's offices after normal business hours for the purpose of evaluating installing necessary wiring and equipment to be utilized by RBI Bank after the transactions contemplated hereby Effective Time; provided, that:
(it being understood that such directors, officers, employees and representatives i) reasonable advance notice of each entry shall be informed by such party given to TRFC Bank and TRFC Bank approves of the confidential nature of such information)each entry, which approval shall not be unreasonably withheld;
(ii) any disclosure of such information may be made as TRFC Bank shall have the right to which have its employees or contractors present to inspect the party hereto furnishing such information has consented in writing and work being done;
(iii) to the extent practicable, such work shall be done in a manner that will not interfere with TRFC Bank's business conducted at any affected branch offices;
(iv) all such information may work shall be disclosed done in compliance with all applicable laws and government regulations, and RBI Bank shall be responsible for the procurement, at RBI Bank's expense, of all required governmental or administrative permits and approvals;
(v) RBI Bank shall maintain appropriate insurance satisfactory to TRFC Bank in connection with any work done by RBI Bank's agents and representatives pursuant to a judicial, administrative this Section 4.3;
(vi) RBI Bank shall reimburse TRFC Bank for any material out-of- pocket costs or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance expenses incurred by TRFC Bank in connection with this Agreement and if such protective order or other remedy is not obtained or undertaking; and
(vii) in the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If event this Agreement is terminatedterminated in accordance with Article VI hereof, each party RBI Bank, within a reasonable time period and at its sole cost and expense, will deliver restore such offices to their condition prior to the other all documents and other materials (including copies) obtained by commencement of any 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 hereofinstallation.
Appears in 1 contract
Access and Information. The Company, on the one hand, and Parent and Acquisition Corp.SubCo, on the other hand, shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s 's possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such informationinformation and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or requestrequest or applicable laws or rules of the Commission; provided, furtherhowever, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (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.
Appears in 1 contract