Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement pursuant to its terms, upon reasonable prior written notice, the Company and its Subsidiaries shall, and shall cause their respective officers, directors, employees, auditors and other Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, auditors, properties, offices, plants and other facilities and to all Books and Records, in each case relating to the Transferred Assets and the Assumed Liabilities, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Assumed Liabilities as the Buyer, through its officers, employees, auditors or other Representatives, may from time to time reasonably request in writing and any reports and other documents filed by the Company during such period with any Governmental Authority pursuant to the requirements of applicable Law relating to the Transferred Assets and the Assumed Liabilities.
(b) The Buyer will hold any nonpublic information it obtains pursuant to this Agreement and any Related Agreements to which it is a party in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference.
(c) No such investigation under this Section 6.1 by the Buyer shall affect the representations and warranties of the Company and its Subsidiaries herein.
(d) In order to facilitate the resolution of any claims made against or incurred by the Company relating to any period ending on or prior to the Closing and in order for the Company to prepare audited financial statements and Tax Returns, for a period of seven (7) years after the Closing, the Buyer shall (i) retain the Books and Records which are transferred to the Buyer pursuant to this Agreement relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of the Company and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Company reasonable access (including the right to make photocopies at the Company’s expense), during normal business hours, to such Books and Records.
(e) In order to facilitate the resolution of any claims made against or incurred by the Buyer relating to any period beginning on or after the Clo...
Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford to Parent and it financing sources and their respective counsel, accountants and other representatives reasonable access during normal business hours to its properties, senior management, and Books and Records; provided, that any such access shall be approved in advance by the persons identified in Section 5.1(a) of the Company Disclosure Schedule.
(b) Without the prior written consent of the Company, Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or its Subsidiaries in connection with or pertaining to any subject matter of this Agreement, unless Parent affords a senior executive employee of the Company the opportunity to listen in on such contact.
(c) During the period commencing on November 12, 2003 and ending on the Closing Date, without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, Parent shall not, nor will it permit any of its counsel, financial advisors and other representatives or Affiliates to, conduct any “Phase II” invasive environmental sampling or testing at any Company property, including of soil, sediment, groundwater or surface water or ambient air.
(d) That certain confidentiality letter, dated August 5, 2003, between the Company and an Affiliate of Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, shall survive execution of this Agreement in accordance with its terms; provided that such Confidentiality Agreement shall terminate on the earlier of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Time.
(e) Notwithstanding anything herein or in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to it relating ...
Access; Information and Records; Confidentiality. (a) Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 6.1, each of the Company and IPO Corp., on the one hand, and Buyer, on the other hand, shall, and shall cause their respective Subsidiaries to, permit the other party and its authorized agents or representatives, including independent accountants, to have access to the properties, books and records of such party during normal business hours to review information and documentation relative to the properties, books, contracts, commitments and other records of such party as may reasonably be requested; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the business and shall be at such party’s sole cost and expense; provided, further, that neither party, nor any of its Affiliates or representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to the other party without prior consultation with the such party and without ongoing consultation with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted). All requests for access to the offices, properties, books and records of each party shall be made to the Seller Representative or such representatives each party shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither party nor its representatives shall contact any of the employees, customers, suppliers, parties that have business relationships with or are joint venture partners of the other party or any of their respective Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail (electronic or otherwise) or any other means of communication, without the specific prior authorization of the Seller Representative and may only otherwise contact such Persons in the ordinary course of business. Any access to the offices, properties, books and records of each party shall be subject to the following additional limitations: (i) such access shall not violate any Law or any agreement to which any party or its Subsidiaries is a party or otherwise expose any party to a material risk of liability; (ii) each party shall give the Seller Representative notice of at least two business days before con...
Access; Information and Records; Confidentiality. HSR Act; Reasonable Best Efforts.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and continuing until the Effective Time, the Company shall, upon reasonable request and notice of Parent, and at Parent's expense, except to the extent restricted by applicable Law, afford to Parent and its Representatives reasonable access during normal business hours to the properties, senior management, and Books and Records of the business; provided that any such access shall be approved in advance by any one of the persons identified in Section 6.1(a) of the Company Disclosure Schedule, which approval shall not be unreasonably withheld or delayed.
(b) During the period commencing on the date hereof and ending on the Closing Date, without the prior written consent of the Company, which consent may be withheld for any reason or no reason, none of Parent or its Affiliates shall contact any suppliers to, employees (except pursuant to Section 6.1(a)) or customers of, the Company in connection with or pertaining to any subject matter of this Agreement.
(c) Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of any party to this Agreement) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities Laws.
Access; Information and Records; Confidentiality. Conduct of the Business Prior to the Closing Date
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date, Bordxx, Xxc. shall, and Holdings shall and shall cause its Subsidiaries to, upon reasonable request and notice, afford to Parent, its counsel, accountants and other authorized representatives reasonable access during normal business hours to the plants, properties, senior management, books and records of Holdings and its Subsidiaries, in order that Parent may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of Holdings and its Subsidiaries; provided that, any contacts with such senior management shall be approved in advance by Bordxx. Xxch of Bordxx, Xxc. and Holdings will cause its officers, employees, accountants and other agents to furnish to Parent such additional financial and operating data and information with respect to Holdings and its Subsidiaries (including information relating to the liabilities and obligations referred to in Sections 8.1(a)(i) and 8.1(a)(iii)) as Parent may from time to time reasonably request.
(i) Prior to the Closing, Bordxx, Xxc. shall deliver, or shall cause Holdings to deliver, to Parent a statement setting forth, as of a date not more than 10 days prior to the Closing Date, any changes that would be required to Schedules 3.2(j), 3.2(k) and 3.2(m) if such Schedules were being delivered for purposes of Sections 3.2(j), 3.2(k) and 3.2(m), respectively, as of such date; provided that none of Bordxx xx Holdings makes or will be deemed to have made any representation or warranty with respect to such information and only the representations and warranties contained in Article III hereof shall have any legal effect.
(ii) Promptly after they become available following each Accounting Period (as defined in Section 4.6) ending after the date hereof and prior to the Closing Date, Holdings shall deliver to Parent a copy of Holdings' and its Subsidiaries' balance sheet and statement of earnings before income taxes for such Accounting Period to the extent that, and in such form as, such information is prepared in the ordinary course of business; provided that none of Bordxx xx Holdings makes or will be deemed to have made any representation or warranty with respect to such information and only the representations and warranties contained in Article III hereof shall have any legal effect.
(c) Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial...
Access; Information and Records; Confidentiality. Conduct of the Business Prior to the Closing Date 5.3 Acquisition Proposals.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and continuing until the Closing Date, Sellers shall cause the Company and its Subsidiaries to, upon reasonable request and notice of Purchaser, and at Purchaser’s expense, except to the extent restricted by applicable Law, afford to Purchaser and its Representatives reasonable access during normal business hours to the properties, senior management, and books and records of the Company and its Subsidiaries.
(b) Purchaser will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding anything herein to the contrary, any party to this Agreement (and any employee, representative or other agent of any party to this Agreement for so long as he remains an employee, representative or agent of such party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities Laws.
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date, Holdings and Xxxxxx shall and shall cause their Subsidiaries to, upon reasonable request and notice, afford to Buyer, its counsel, accountants and other authorized representatives reasonable access during normal business hours to the plants, properties, senior management, books and records of Holdings, Xxxxxx and their Subsidiaries, in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of Holdings, Xxxxxx and their Subsidiaries. Holdings will use its commercially reasonable efforts to cause its officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating data and information with respect to Xxxxxx and its Subsidiaries as Buyer may from time to time reasonably request.
(b) Buyer will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreements, among an Affiliate of Buyer, Xxxxxx and Holdings.
