Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to applicable laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement:
(a) Seller shall (and shall cause the Company and each Subsidiary to) afford to Buyer and its authorized agents and representatives access, upon reasonable advance notice and during normal business hours, to all books, records, documents and other information of the Company and the Subsidiaries; provided, however, that such access and review shall be permitted and conducted in a manner which does not materially interfere with the normal operations or customer and employee relations of the Company or the Subsidiaries. Buyer shall direct all requests for access to any books, records, documents or other information of the Company or any Subsidiary and all communications with officers and employees of the Company or any Subsidiary to Xxxxx Xxxx, for all financial related information, and XxXxx X. Xxxx, for all other information. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been or is provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date; and
(b) Except as otherwise required pursuant to applicable law, each party hereto shall give prompt notice to the other party of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby; (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions conte...
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Law relating to antitrust, employment or privacy issues, Sellers shall (and shall cause the Purchased Companies to) afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from an employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees and other employees of Sellers and their Affiliates to provide reasonable assistance to Purchaser in Purchaser’s investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser’s investigation shall be conducted in a manner which does not interfere with the Companies’ normal operations, customers and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to the Business, Sellers and the Purchased Companies and their respective Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall and shall cause the Company to afford to Buyer and its authorized agents and representatives (including, without limitation, its legal advisors, accountants, and prospective lenders and their authorized agents and representatives), reasonable access, upon reasonable prior notice and during normal business hours, to contracts, documents and information relating to the business of the Company as Buyer shall reasonably request and to make extracts and copies of such documents. Buyer, its prospective lenders and their agents shall not contact or have access to customers, suppliers or employees of the Company without the prior consent of Seller (which consent shall not be unreasonably withheld). It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.5, Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges; or (ii) in the event Buyer is in breach of this Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives any access if such access would, under the circumstances, interfere with the operations, activities or employees of the Company, or if such access would, in the judgment of Seller, violate applicable antitrust or similar laws.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, VFL shall afford to Purchaser and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspect of the Business. VFL shall cause the Business Employees and other employees of VFL and its Affiliates to provide reasonable assistance to Purchaser in Purchaser's investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser's investigation shall be conducted in a manner which does not interfere with VFL's normal operations, customers and employee relations. VFL shall cooperate with Purchaser and its authorized agents and representatives in seeking the reasonable assistance of former employees of VFL and its Affiliates and VFL's outside consultants with respect to Purchaser's investigation. Without limiting any of the terms thereof, the Confidentiality Agreement shall govern Purchaser's and its agents' and representatives' obligations with respect to all confidential information with respect to the Business, VFL and its Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date. Further, nothing in this Agreement or in any of the Related Agreements shall permit access by Purchaser or any third parties to legally privileged communications and other documents of VFL or its Affiliates.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, Seller shall cause the Company and its Subsidiary to afford to Buyer and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company and its Subsidiary (including any information which Buyer or Goodxxx, Xxocter & Hoar xxxll request in connection with the legal opinion contemplated by Section 3.2(e) hereof), Seller shall cause the Company and its Subsidiary to cause their respective personnel to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the transactions contemplated 41 48 hereby; provided, however, that Buyer's investigation shall be conducted in a manner which does not unreasonably interfere with the Company's and its Subsidiary's normal operations, customers, and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement (except to the extent that they conflict with a provision hereof) shall govern Buyer's and its agents' and representatives' obligations with respect to all confidential information with respect to the Company or any Affiliate thereof provided or made available to them at any time, including the period between the date of this Agreement and the Closing Date.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to any Applicable Laws relating to the exchange of information:
(a) Bancorp and the Bancorp Subsidiaries shall afford to Commercial and its authorized agents and representatives reasonable access, upon reasonable notice to an executive officer of Bancorp and during normal business hours, to all Contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of Bancorp and the Bancorp Subsidiaries. Bancorp and the Bancorp Subsidiaries shall cause their personnel, attorneys and accountants to provide assistance to Commercial in Commercial's investigation of matters relating to the Merger, including allowing Commercial and its authorized agents and representatives access to their operating sites and facilities and cooperating therewith in an effort to coordinate and facilitate conversion of the Commercial and Bancorp computer systems in anticipation of consummation of the Merger; provided, however, that Commercial's investigation shall be conducted in a manner which does not unreasonably interfere with the normal operations, customers, and employee relations of Bancorp and the Bancorp Subsidiaries; provided further, however, that, in providing the foregoing access, Bancorp shall not be required to jeopardize its attorney-client privilege (Bancorp hereby agreeing to use all reasonable efforts to make appropriate alternative disclosure arrangements in such circumstances).
(b) Commercial shall afford to Bancorp and its authorized agents and representatives reasonable access, upon reasonable notice to an executive officer of Commercial and during normal business hours, to all Contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of relevance, in the reasonable judgment of Commercial, to the transactions contemplated hereby. Commercial shall cause its personnel, attorneys and accountants to provide assistance to Bancorp in Bancorp's investigation of matters relating to the Merger, including allowing Bancorp and its authorized agents and representatives access to its operating sites and facilities; provided, however, that Bancorp's investigation shall be conducted in a manner which does not unreasonably interfere with Commercial's normal operations, customers, and employee relations; provided further, however, that, in providing the foregoing acc...
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, the Company shall afford to Buyer and its authorized agents and representatives access, upon reasonable notice and during normal business hours, to all properties of, and all contracts, documents and information of or relating to the assets, liabilities, business, customers, Funds, Clients, employees, operations, personnel and other aspects of the business of, the Company and its Subsidiaries; provided, however ,that such access shall be coordinated by the Company and shall be conducted in a manner which does not unreasonably interfere with the Company's or its Subsidiaries' normal operations, customers, and employee relations.
Access; Certain Communications. Between the date of this ------------------------------ Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, the Company and the Stockholders shall afford to BPB and BPIM and its authorized agents and representatives, BPB and BPIM shall afford to the Stockholders and their respective authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of the business of the Company and of BPB and BPIM, respectively. The Company shall, and the Stockholders shall cause the Company and its personnel to, and BPB and BPIM shall cause their respective personnel to, provide assistance to BPB and BPIM, on the one hand, or the Company and the Stockholders, on the other hand, as the case may be, in the investigation of matters relating to this transaction; provided, however, -------- ------- that the investigation shall be conducted in a manner which does not unreasonably interfere with normal operations, customers and employee relations. No investigation pursuant to this Section 8.7 or otherwise shall affect or limit the representations and warranties set forth herein.
Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to Applicable Laws relating to the exchange of information, the Holding Companies and the Equityholders shall afford to the Parent and its authorized agents and representatives reasonable access, upon reasonable prior notice and during normal business hours, to contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and such similar aspects of the business of the Advisors and the Pooled Products as the Parent shall reasonably request and the Parent shall afford to the Holding Companies and the Equityholders and their authorized agents and representatives the same degree of access regarding the business of the Parent; provided, however, that such investigations shall be conducted in a manner which does not unreasonably interfere with the other party's normal operations, customers and employee relations. No investigation pursuant to this Section 6.7 or otherwise shall affect or limit the representations and warranties of the Holding Companies and the Equityholders or of the Parent, as the case may be, set forth herein.
Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to any Applicable Law relating to antitrust, employment or privacy issues and subject to the rules applicable to visitors at Sellers' offices generally, Sellers shall afford to Purchaser and its Representatives copies of (at Sellers' expense) and access to, upon reasonable notice and during normal business hours, to all Books and Records, contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business. In the event that any Purchaser request for such access would not violate any Applicable Law relating to employment or privacy if a waiver were obtained from any Business Employee, Sellers shall use commercially reasonable efforts to obtain such a waiver. Sellers shall cause the Business Employees, other employees of Sellers, their Affiliates and their respective Representatives to provide reasonable assistance to Purchaser in its investigation of matters relating to the transactions contemplated hereby; provided, however, that Purchaser's investigation shall be conducted in a manner which does not interfere with Sellers' or their Affiliates' normal operations, customers and employee relations. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Purchaser's and its Representatives' obligations with respect to all confidential information with respect to the Business and Sellers and their Affiliates and other related Persons, which has been provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date.
(b) Notwithstanding anything to the contrary set forth in this Agreement, the obligations of confidentiality hereof, as they relate to the transactions contemplated hereby, shall not apply to the federal Tax structure or federal Tax treatment of such transactions, and each party to this Agreement (and any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the federal Tax structure and federal Tax treatment of such transaction.
