Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.7 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (Sm&A)
Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall (shall, and shall cause its Subsidiaries to) , furnish promptly to Parent all readily available information concerning its business, properties and personnel as Parent may reasonably be requestedrequest; provided provided, however, that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by none of the Company herein; provided further that the foregoing or any of its Subsidiaries shall not require the Company (a) be required to permit any inspectioninspection or other access, or to disclose any information, that in the its reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or would: (a) violate any of its obligations with respect to confidentiality (it being understood provided that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding privilege or the foregoing, attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such investigation access to be granted in whole or consultation shall be conducted in part without jeopardizing such a manner as not to protections); (e) violate any Law; or (f) materially interfere unreasonably with the business or operations conduct of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesbusiness. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company in this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on ▇▇▇▇▇.
Appears in 1 contract
Sources: Merger Agreement (Stride Rite Corp)
Access and Reports. Subject to applicable Law, (a) upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records (including environmental, zoning and FCC License and Other Company License documents and information, and Representatives of the Company and its Subsidiaries who can respond knowledgeably to questions related thereto) and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested, and (b) as soon as reasonably practicable but in no event later than thirty (30) days after the date of this Agreement, make available to Parent online or in physical format substantially all tower files and related Cell Site information (including substantially all information necessary for Parent to confirm compliance with respect to the businesses operated by the Company and its Subsidiaries with the FCC Rules and FAA Rules relating to towers); provided that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further , and provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties parties, violate any applicable Laws or violate any of its obligations with respect to confidentiality (it being understood that if the Company shall use its commercially have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) disclosure or (bii) to disclose any privileged information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesSubsidiaries. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information shall be governed by the terms of the applicable Confidentiality Agreement.
Appears in 1 contract
Access and Reports. Subject to applicable Law, upon reasonable noticeprior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout hours, and in a manner as shall not unreasonably interfere with the period prior to business or operations of the Effective TimeCompany or any Subsidiary thereof, to its officers and other senior employees, Representatives, properties, books, contracts and records andrecords, during such period, the Company shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requestedrequested by Parent and (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company and its Subsidiaries prepared and provided to management or the Company’s Board of Directors; provided that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; provided further that the foregoing shall not require . Neither the Company (a) nor any of its Subsidiaries shall be required to permit any inspection, provide access to or to disclose information where such access or disclosure would jeopardize any informationattorney-client privilege or contravene any Law; and in any such event, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall hereto will use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesmake appropriate substitute disclosure arrangements. All requests for such information made provided pursuant to this Section 6.7 shall be directed to the individual or other Person designated by the Company. All such information 6.6 shall be governed by the terms of the Confidentiality Agreement. Such rights of access explicitly exclude any Phase II environmental investigations or any other intrusive or invasive sampling, including subsurface testing of soil, surfacewater or groundwater at any Leased Real Property. The Company acknowledges and agrees that the good faith conduct of a due diligence review customary for an acquisition similar to the Merger shall be deemed not to unreasonably interfere with the business or operations of the Company and its Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (Sciquest Inc)
Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided provided, that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to Parent; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that if the Company shall use its have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or , (bii) to disclose any information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that is subject the parties shall use their commercially reasonable efforts to attorney-client privilege. Notwithstanding the foregoing, any cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.6 shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (Panera Bread Co)
Access and Reports. Subject to applicable Law (including any applicable privacy and data security Law), upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (a) upon reasonable prior written notice, afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers and other senior employees, properties, books, contracts and records andrecords, during such period, the Company shall (and shall cause its Subsidiaries tob) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requestedrequested by Parent, and (c) use its reasonable best efforts to, within 20 days after the end of each month following the date hereof, furnish to Parent an unaudited monthly consolidated statements of operations for the Company and its Subsidiaries; provided that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; provided further , and provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (bii) to disclose any privileged information of the Company or any of its Subsidiaries (it being agreed that, in the event that is subject the restrictions of clauses (i) or (ii) apply, that the Company shall provide Parent with a reasonably detailed description of the information not provided and the Company and Parent shall cooperate in good faith to attorney-client privilege. Notwithstanding the foregoing, design and implement alternative disclosure arrangements to enable Parent to evaluate any such investigation information without violating the applicable privilege or consultation shall be conducted in such a manner as not breaching the Company’s obligation to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesthird party). All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the individual General Counsel of the Company or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.
Appears in 1 contract
Sources: Merger Agreement (Pharmaceutical Product Development Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company Company’s good faith opinion, after consultation with legal counsel, would (i) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that if the Company shall use its commercially have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosuredisclosure or (ii) violate the competition laws or (b) to disclose any information of the Company or any of its Subsidiaries that in the Company’s good faith determination, after consultation with legal counsel, is subject deemed to attorney-client privilegebe privileged. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.7 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Company Merger Effective Time, the Company Parties shall (and shall cause its their Subsidiaries to) (i) upon reasonable prior written notice, afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers and other senior employees, properties, books, contracts and records andrecords, during such period, the Company shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requestedrequested by Parent and (iii) furnish promptly to Parent any unaudited monthly consolidated statements of operations for the Company Parties and their Subsidiaries prepared and provided to management or the Company's Board of Directors; provided that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; provided further that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the individual chief executive officer or other Person persons designated by the chief executive officer of the Company. Neither the Company Parties nor any of their Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, such access or disclosure is reasonably likely to jeopardize any work product or attorney-client privilege or contravene any Law or breach any Contract to which the Company Parties or their Subsidiaries is a party or by which they are bound; and in any such event, the parties hereto will seek to make appropriate substitute disclosure arrangements. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.
Appears in 1 contract
Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers and other senior employees, properties, books, contracts and records andrecords, during such periodexcept that Parent and its Representatives may not conduct Phase I or Phase II environmental site assessments or any other sampling activities, the Company shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requestedrequested by Parent and (iii) use its reasonable best efforts to, within twenty (20) days after the end of each month following the date hereof, furnish to Parent an unaudited monthly consolidated statements of operations for the Company and its Subsidiaries; provided that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; provided further , and provided, further, that the foregoing shall not require the Company (ax) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (by) to disclose any privileged information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesSubsidiaries. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the individual General Counsel of the Company or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (Commscope Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company WRC and FCB each shall (and shall cause its Subsidiaries to) afford Parentthe other’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company each shall (and shall cause its Subsidiaries to) furnish promptly to Parent the other all information concerning its business, properties and personnel as may reasonably be requested; , provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company WRC or FCB herein; provided further , and provided, further, that the foregoing shall not require the Company WRC or FCB (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of WRC or FCB, as the Company case may be, would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that if WRC or FCB, as the Company case may be, shall use its commercially have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) disclosure or (bii) to disclose any privileged information of WRC or FCB, as the Company case may be, or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesSubsidiaries. All requests for information made pursuant to this Section 6.7 shall be directed to the individual executive officer or other Person designated by WRC or FCB, as the Companycase may be. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (shall, and shall cause its Subsidiaries to) , afford Parent and Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, bookscontracts, contracts books and records and, during such period, the Company shall (shall, and shall cause its Subsidiaries to) , furnish promptly to Parent all readily available information concerning its business, properties and personnel as Parent may reasonably be requestedrequest; provided provided, however, that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by none of the Company herein; provided further that the foregoing or any of its Subsidiaries shall not require the Company (a) be required to permit any inspectioninspection or other access, or to disclose any information, that in the its reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or would: (a) violate any of its obligations with respect to confidentiality (it being understood provided that the Company shall use its commercially reasonable efforts to obtain a waiver of any confidentiality obligation); (d) jeopardize protections afforded it under the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding privilege or the foregoing, attorney work product doctrine (provided that the Company shall take any commercially reasonable action to allow such investigation access to be granted in whole or consultation shall be conducted in part without jeopardizing such a manner as not to protections); (e) violate any Law; or (f) materially interfere unreasonably with the business or operations conduct of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesbusiness. All requests for information made pursuant to this Section 6.7 7.6 shall be directed to the individual executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement and shall not affect or be deemed to modify any representation or warranty made by the Company in this Agreement. The Company shall furnish promptly to Parent a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of federal or state securities Legal Requirements to the extent that such report, schedule, registration statement or other document is not publicly available on E▇▇▇▇.
Appears in 1 contract
Access and Reports. (a) Subject to applicable LawLaw and Section 6.1(c), from and after the date of this Agreement to the Effective Time or the earlier termination of this Agreement, upon reasonable noticeprior written notice and subject to applicable Laws relating to the exchange of information, the Company shall (shall, and shall cause its the Company Subsidiaries to) , afford to Parent’s officers , Merger Sub and other authorized Representatives their Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers and other senior officers, employees, properties, offices and other facilities, books, contracts Contracts and records andor furnish as promptly as practicable to Parent such information concerning the business, during such periodproperties, Contracts, assets, liabilities, personnel and other aspects of the Company shall (and shall cause the Company Subsidiaries as Parent or its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as Representatives may reasonably be requestedrequest; provided provided, that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further that (i) the foregoing shall not require the Company (a) or any of the Company Subsidiaries to permit any inspectionaccess, or to disclose any information, that in the reasonable judgment of the Company (A) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality in effect as of the date of this Agreement, (B) would result in the loss or waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine, (C) would result in a breach of a Contract to which the Company or any of the Company Subsidiaries are bound as of the date of this Agreement, or (D) is related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company Board with respect to any of the foregoing, whether prior to or after execution of this Agreement (in each case, other than any information that the Company is required to provide in accordance with Section 6.2(e)); provided, further, that, in the case of the foregoing clause (A), the Company shall use commercially reasonable efforts to provide such access or disclosure in a manner that does not violate any such obligations with respect to confidentiality, in the case of the foregoing clause (B), the Company shall use its commercially reasonable efforts to allow for such access or disclosure (or as much of it being understood as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege and, in the case of the foregoing clause (C), the Company shall use its commercially reasonable efforts to obtain waivers of any such restrictions and (ii) any such access afforded to Parent, Merger Sub and their Representatives shall not unreasonably interfere with the normal business and operations of the Company and the Company Subsidiaries. Nothing in this Section 6.5(a) will be construed to require the Company, any Company Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information. All requests for access pursuant to this Section 6.5(a) must be directed to the General Counsel of the Company, any other person listed in Section 6.5(a) of the Company Disclosure Schedule or another person designated in writing by the Company.
(b) Each of Parent and Merger Sub shall, and shall cause their respective Representatives and Affiliates to, hold and treat in confidence all documents and information concerning the Company and the Company Subsidiaries furnished to Parent or Merger Sub or their respective Representatives, financing sources or Affiliates in connection with the Transactions in accordance with that certain letter agreement regarding Confidential Information and Evaluation Material, dated May 1, 2024, between Aperam S.A. and the Company (the “Confidentiality Agreement”) as if all such documents and information were Confidential Information (as defined in the Confidentiality Agreement), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, subject to the terms of this Agreement, and shall apply to Parent and Merger Sub as if they were direct parties thereto. Notwithstanding any other provision of this Agreement, ▇▇▇▇▇▇ agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 6.5 for any competitive or other purpose unrelated to the consummation of the Transactions.
(c) Each Party will give prompt notice to the other Party or Parties, as the case may be, of, subject to any restrictions under any Regulatory Law, any notice or other communication received by such Party from any Governmental Entity in connection with the Transactions or from any Person alleging that the consent of such third party to such inspection Governmental Entity or disclosure) Person is or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall may be conducted required in such a manner as not to interfere unreasonably connection with the business Transactions, if the subject matter of such communication or operations the failure of such Party to obtain such consent would reasonably be expected to be material to the Company Company, the Surviving Corporation or its Subsidiaries or otherwise result in Parent. The delivery of any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made notice pursuant to this Section 6.7 6.5(c) shall be directed not cure any breach of any representation, warranty or covenant in this Agreement or otherwise limit or affect the remedies available hereunder to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreementany Party.
Appears in 1 contract
Sources: Merger Agreement (Universal Stainless & Alloy Products Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeControl Date, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.7 7.7 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further provided, further, that the foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (b) to disclose any information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of 5 MLBP, MLBPA, NFLP, NFLPA and NBAP. the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. All requests for information made pursuant to this Section 6.7 7.7 shall be directed to the individual or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.
Appears in 1 contract
Sources: Merger Agreement (Topps Co Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; requested (including for purposes of determining whether the Company or any Subsidiary has undergone any ownership change under the Section 382 of the Code prior to the Effective Time or determining the applicability of Sections 280G and 4999 of the Code), provided that no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company herein; provided further , and provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that the Company shall use its commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure) or (bii) to disclose any privileged information of the Company or any of its Subsidiaries that is Subsidiaries. As soon as reasonably practicable after the date of this Agreement, the Company shall deliver to Parent copies of calculations with respect to Section 280G of the Code with respect to any disqualified individuals in connection with the transactions contemplated by this Agreement. At the request of Parent and subject to attorney-client privilege. Notwithstanding applicable Law, the foregoing, any such investigation or consultation Company shall be conducted use its reasonable best efforts to arrange prompt access for Parent’s officers and authorized Representatives to the counterparties to the Material Contracts listed in such a manner as not to interfere unreasonably with the business or operations Section 6.4 of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesDisclosure Letter. All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the individual executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Access and Reports. Subject to applicable Law, upon reasonable noticefrom the date hereof throughout the period prior to the Effective Time, the Company shall (and shall cause its Subsidiaries to) (i) upon reasonable prior written notice, afford Parent’s 's officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers and other senior employees, properties, books, contracts and records andrecords, during such period, the Company shall (and shall cause its Subsidiaries toii) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requestedrequested by Parent, and (iii) within twenty (20) days after the end of each month following the date hereof, furnish to Parent an unaudited monthly consolidated statements of operations for the Company and its Subsidiaries; provided that no investigation pursuant to this Section 6.7 6.6 shall affect or be deemed to modify or supplement any representation or warranty made by the Company herein; provided further , and provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that if the Company shall use have used its commercially reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) or , (bii) to disclose any privileged information of the Company or any of its Subsidiaries Subsidiaries, or (iii) to disclose any sensitive or personal information that is subject could reasonably be expected to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of expose the Company or its Subsidiaries or otherwise result in any significant interference with to the prompt and timely discharge by such employees risk of their normal dutiesliability. All requests for information made pursuant to this Section 6.7 6.6 shall be directed to the individual General Counsel of the Company or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (Nbty Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employeesEmployees, properties, assets, books, contracts contracts, Tax Returns and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel as may reasonably be requested; provided that no investigation pursuant to this Section 6.7 6.8 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or the conditions to the obligations of the parties hereto under this Agreement; provided further and provided, further, that the foregoing shall not require the Company to (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (after consultation with its outside legal counsel) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that if the Company shall use its commercially have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) disclosure or (b) to disclose any privileged information of the Company or any of its Subsidiaries that is subject to attorney-client privilege. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiesSubsidiaries. All requests for information made pursuant to this Section 6.7 6.8 shall be directed to the individual executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (CONMED Corp)
Access and Reports. Subject to applicable Law, upon Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives “your Representatives” (as defined in the Confidentiality Agreement) reasonable access, access during normal business hours throughout the period prior to the Effective Time, to its officers and other senior employees, properties, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested; provided that such access shall be conducted under the supervision of appropriate personnel of the Company and in such a manner so as not to interfere with the normal operation of the business of the Company; provided, further, that no investigation pursuant to this Section 6.7 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereinherein or otherwise limit or affect the remedies available to Parent; provided further provided, further, that the foregoing shall not require the Company (ai) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets Trade Secrets of third parties or violate any of its obligations with respect to confidentiality (it being understood that if the Company shall use its commercially have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) or , (bii) to disclose any information to the extent it would cause a loss of privilege to the Company or any of its Subsidiaries or (iii) to violate applicable Law (it being agreed, with respect to clauses (i) and (ii), that is subject the parties shall use their reasonable best efforts to attorney-client privilege. Notwithstanding the foregoing, any cause such investigation or consultation shall information to be conducted provided in a manner that would not result in such a manner as not to interfere unreasonably with the business jeopardy or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal dutiescontravention). All requests for information made pursuant to this Section 6.7 6.4 shall be directed to the individual executive officer or other Person designated by the Company. All such information obtained pursuant to this Section 6.4 shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Sources: Merger Agreement (Einstein Noah Restaurant Group Inc)