Common use of Access; Consultation Clause in Contracts

Access; Consultation. Upon reasonable notice, and except as may be -------------------- prohibited by applicable Law, the Company shall (and shall cause its Subsidiaries to) afford Parent's employees, agents and representatives (including any investment banker, attorney or accountant retained by Parent or any of its Subsidiaries) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company's 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 the Company's 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 under this Agreement; and provided, further, that the foregoing shall not require the Company 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 the Company's obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such inspection or disclosure. 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 such executive officer, as the case may be. Parent will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement.

Appears in 1 contract

Samples: Merger Agreement (Alza Corp)

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Access; Consultation. Upon reasonable notice, and except as may otherwise be -------------------- prohibited required by applicable Law, the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent's employeesthe Parent Representatives or the Company Representatives, agents and representatives (including any investment bankeras the case may be, attorney or accountant retained by Parent or any of its Subsidiaries) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company's its 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 the Company's its or any of its Subsidiaries' 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 under this AgreementCompany, Parent or Merger Sub hereunder; and provided, further, provided further that the foregoing shall not require the Company or Parent to permit -------- ------- any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of the Company's its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used all reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or Parent, as -51- the case may be, or such Person as may be designated by any such executive officer, as the case may be. Parent will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement.

Appears in 1 contract

Samples: Merger Agreement (At&t Inc.)

Access; Consultation. Upon reasonable notice, and except as may otherwise be -------------------- prohibited required by applicable Law, the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent's employeesthe Parent Representatives or the Company Representatives, agents and representatives (including any investment bankeras the case may be, attorney or accountant retained by Parent or any of its Subsidiaries) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company's its 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 the Company's its or any of its Subsidiaries’ 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 under this AgreementCompany, Parent or Merger Sub hereunder; and provided, further, provided further that the foregoing shall not require the Company or Parent to permit -------- ------- any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of the Company's its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used all reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or Parent, as the case may be, or such Person as may be designated by any such executive officer, as the case may be. Parent will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement.

Appears in 1 contract

Samples: Merger Agreement

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Access; Consultation. Upon reasonable notice, and except as may otherwise be -------------------- prohibited required by applicable Law, the Company and Parent each shall (and shall cause its Subsidiaries to) afford Parent's employeesthe Parent Representatives or the Company Representatives, agents and representatives (including any investment bankeras the case may be, attorney or accountant retained by Parent or any of its Subsidiaries) reasonable access, during normal business hours throughout the period prior to the Effective Time, to the Company's its 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 the Company's its or any of its Subsidiaries' 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 under this AgreementCompany, Parent or Merger Sub hereunder; and provided, further, provided further that the foregoing shall not require the Company or Parent to permit -------- ------- any inspection, or to disclose any information, that in the reasonable judgment of the Company or Parent, as the case may be, would result in the disclosure of any trade secrets of third parties or violate any of the Company's its obligations with respect to confidentiality if the Company or Parent, as the case may be, shall have used all reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. All requests for information made pursuant to this Section 6.6 shall be directed to an executive officer of the Company or Parent, as the case may be, or such Person as may be designated by any such executive officer, as the case may be. Parent will hold any such information that is non-public in confidence in accordance with the Confidentiality Agreement.

Appears in 1 contract

Samples: Merger Agreement (Bellsouth Corp)

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