Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers, its financing sources and other authorized 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 or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 shall be directed to the executive officer or other Person designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (McJunkin Red Man Corp), Agreement and Plan of Merger (McJunkin Red Man Holding Corp), Agreement and Plan of Merger (Goldman Sachs Group Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers, its financing sources officers and other authorized Representatives of Parent 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 (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 Company or any of its SubsidiariesCompany. All requests for information made pursuant to this Section 6.6 shall be directed to the an executive officer of the Company or other such Person as may be designated by the Company’s executive officers. All such information shall be governed by the terms of the Confidentiality AgreementAgreements.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Visicu Inc), Agreement and Plan of Merger (Cardinal Health Partners Lp), Agreement and Plan of Merger (Sterling Venture Partners L P)
Access and Reports. (a) Subject to applicable Law, upon reasonable advance written notice, the Seller will cause the Company shall (and shall cause its Subsidiaries to) to afford ParentBuyer’s officers, its financing sources officers and other authorized Representatives of Parent representatives reasonable access, during normal business hours access throughout the period prior to the Effective TimeClosing, during normal business hours and in such a manner as to not interfere with the conduct of the Company’s business, to its employees, properties, books, contracts and records and, during such period, the Seller will cause the Company shall (and shall cause its Subsidiaries to) to furnish promptly to Parent Buyer 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 or if any Law applicable to the Company requires the Company to restrict or prohibit access to such information or (ii) to disclose any privileged information of the Company or any of its SubsidiariesCompany. All requests for information made pursuant to this Section 6.6 7.3(a) shall be directed to the executive officer or other Person designated by the CompanySeller. All such information shall be governed by the terms of the Confidentiality Agreement.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Impax Laboratories Inc)
Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford ParentPurchaser’s officers, its financing sources officers and other authorized Representatives of Parent 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, (ii) to disclose any privileged information of the Company or any of its SubsidiariesSubsidiaries or (iii) to violate any laws. All requests for information and access made pursuant to this Section 6.6 shall be directed to the an executive officer of the Company or other such Person as may be designated by the Company’s executive officers. 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 notice, the Company shall (and shall cause each of its Subsidiaries to) afford Parent’s officers, its financing sources the Representative and other authorized Representatives of Parent 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 or (ii) to disclose any privileged information of the Company or any of its Subsidiaries. All requests for information made pursuant to this Section 6.6 shall be directed to the 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
Samples: Contribution Agreement (McJunkin Red Man Holding Corp)