Common use of Access and Reports Clause in Contracts

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 employees, properties, assets, books, 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, 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 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein or the conditions to the obligations of the parties hereto under this Agreement; 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 (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 if the Company shall have used reasonable best 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 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 2 contracts

Samples: Merger Agreement (Priceline Com Inc), Merger Agreement (KAYAK Software Corp)

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Access and Reports. Subject to applicable Law, upon reasonable notice, the Company shall Seller will (and shall will cause its Subsidiaries to) afford ParentBuyer’s officers and other authorized Representatives reasonable accessaccess in a manner that does not interfere with the Business, during normal business hours throughout the period prior to the Effective TimeClosing, to its employees, properties, assets, books, contracts, Tax Returns, Contracts and records related to the Business (such access shall not include any sampling or analysis of any environmental media or other materials) and, during such period, the Company shall Seller will (and shall will cause its Subsidiaries to) furnish promptly to Parent Buyer all information concerning its business, properties, finances, operations, assets, litigation matters, environmental compliance, cash-flow reports and personnel the Business as may reasonably be requested; provided that no investigation pursuant to this Section 6.6 shall 6.7 will affect or be deemed to modify any representation or warranty made by the Company herein or the conditions to the obligations of the parties hereto under this AgreementSeller herein; provided, further, that the foregoing shall will not require the Company Seller (ia) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (Seller, after consultation with its outside legal counsel) , 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 Seller will have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (iib) to disclose any privileged information of the Company Seller 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 will be governed by the terms found in a confidentiality agreement customary for transactions of the Confidentiality Agreementthis type.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alliqua BioMedical, Inc.)

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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 employees, properties, assets, books, contracts, Tax Returns, 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, 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 6.6 shall affect or be deemed to modify any representation or warranty made by the Company herein or the conditions to the obligations of the parties hereto under this Agreement; , and provided, further, that the foregoing shall not require the Company (ia) 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 if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (iib) 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 2 contracts

Samples: Merger Agreement (Viking Systems Inc), Agreement and Plan of Merger (Conmed Corp)

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