Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall afford Parent’s officers and other authorized representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, contracts and records and, during such period, the Company shall 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 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company (i) 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 if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or such Person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality Agreements.
Appears in 3 contracts
Samples: Merger Agreement (Visicu Inc), Merger Agreement (Sterling Venture Partners L P), Merger Agreement (Cardinal Health Partners Lp)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers officers, its financing sources and other authorized representatives Representatives of Parent reasonable access, during normal business hours throughout the period prior to the Effective Time, to its 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 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company (i) 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 if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the CompanyCompany or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 shall be directed to an the executive officer of the Company or such other Person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality AgreementsAgreement.
Appears in 3 contracts
Samples: Merger Agreement (McJunkin Red Man Corp), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (McJunkin Red Man Holding Corp)
Access and Reports. (a) Subject to applicable Law, from and after the date of this Agreement to the Effective Time, upon reasonable notice, the Company shall, and shall cause each of its Subsidiaries to, (i) afford to Parent’s officers , Merger Sub and other authorized representatives each of their Representatives, reasonable access, during normal business hours throughout the period prior to the Effective Timehours, to its officers, employees, properties, offices and other facilities, books, contracts and records andand (ii) furnish or cause to be furnished such information concerning the business, during such periodproperties, Contracts, assets, liabilities, personnel and other aspects of the Company shall furnish promptly to and its Subsidiaries as Parent all information concerning its business, properties and personnel as Merger Sub or their Representatives may reasonably be requestedrequest; provided, provided that (x) no investigation pursuant to this Section 6.6 5.6 or otherwise shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that (y) the foregoing shall not require the Company or any of its Subsidiaries (iA) to permit any inspection, or to disclose any information, 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 if so long as the Company shall have used commercially reasonable best efforts to obtain the consent of such third party to allow such inspection or disclosure or (iiB) to disclose any privileged information of the Company. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or such Person as may be designated by any of its Subsidiaries that would waive the Company’s executive officers. All protection of attorney-client privilege if the Company shall have used reasonable best efforts to disclose such information shall be governed by the terms of the Confidentiality Agreementsin a way that would not waive such privilege.
Appears in 1 contract
Samples: Merger Agreement (Aly Nauman A)
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 Representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeTermination Date, to its officers, employees, properties, Tax Returns, 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 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company (i) 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 if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (ii) to disclose any privileged information of the CompanyCompany or any of its Subsidiaries or (iii) to violate any Laws. All requests for information and access made pursuant to this Section 6.6 4.6 shall be directed to an executive officer of the Company or such Person person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality AgreementsAgreement.
Appears in 1 contract
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford ParentPurchaser’s officers and other authorized representatives Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, Tax Returns, books, contracts and records and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent Purchaser all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company (i) 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 if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or disclosure, (ii) to disclose any privileged information of the CompanyCompany or any of its Subsidiaries or (iii) to violate any laws. All requests for information and access made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or such Person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality AgreementsAgreement.
Appears in 1 contract
Samples: Merger Agreement (Sourcecorp Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford Parent’s officers the Representative and other authorized representatives reasonable access, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, books, contracts Contracts and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent Representative all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.6 3.2 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the foregoing shall not require the Company (i) 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 if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) to disclose any privileged information of the Company. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or such Person as may be designated by the Company’s executive officersany of its Subsidiaries. All such information shall be governed by the terms of the Confidentiality AgreementsAgreement.
Appears in 1 contract
Samples: Contribution Agreement (McJunkin Red Man Holding Corp)