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 Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to and ending on the Closing Date or Date, the earlier termination of this Agreement pursuant to its termsCompany shall, upon reasonable prior written notice, the Company request and its Subsidiaries shallnotice of Parent, and shall cause their respective officersat Parent’s expense, directorsafford to Parent, employeesits counsel, auditors accountants and other Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer authorized representatives reasonable access, consistent with applicable Law, at all reasonable times access during normal business hours to its officers, employees, auditors, properties, officessenior management, 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 Without the prior written consent of the Company (such consent not to be unreasonably withheld), Parent shall not contact any suppliers to, employees (except pursuant to Section 5.2(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company in connection with or pertaining to any subject matter of this Agreement.
(c) Parent will hold hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to 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 letter dated September 24, 2003 between the Company and Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference.
(cd) No Notwithstanding anything in this Agreement to the contrary, each of Parent, Merger Sub and the Company (and each employee, representative or other agent of such investigation under this Section 6.1 by Person) may disclose to any and all persons, without limitation of any kind, the Buyer shall affect the representations tax treatment and warranties tax structure of the Company transactions contemplated hereby and its Subsidiaries herein.
(d) In order to facilitate the resolution all materials of any claims made against kind (including opinions or incurred by other tax analyses) that are provided to Parent, Merger Sub or the Company relating to any period ending on or prior such tax treatment and tax structure except to the Closing and in order for extent necessary to comply with any applicable federal or state securities laws; provided, however, that such disclosure may not be made until the Company earlier of date of the public announcement of discussions relating to prepare audited financial statements and Tax Returns, for a period of seven (7) years after the Closingtransaction, the Buyer shall date of the public announcement of the transaction, or the date of the execution of an agreement to enter into the transaction. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) retain the Books and Records which are transferred any portion of any materials to the Buyer pursuant to this Agreement relating to periods prior extent not related to the Closing in a manner reasonably consistent with the prior practices Tax treatment or Tax structure of the Company and transaction, (ii) upon reasonable noticethe identities of participants or potential participants in the transaction, afford (iii) the officersexistence or status of any negotiations, employees, auditors and other Representatives (iv) any pricing or financial information (except to the extent such pricing or financial information is related to the Tax treatment or Tax structure of the Company reasonable access (including the right to make photocopies at the Company’s expensetransaction), during normal business hours, to such Books and Records.
or (ev) 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 Closing or for any other reasonable purpose, including term or detail not relevant to prepare audited financial statements and the Tax Returns, for a period of seven (7) years following treatment or the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as Tax structure of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Access; Information and Records; Confidentiality. During the period commencing on the date hereof and ending on the Closing Date:
(a) From The Seller shall and shall cause the date hereof Sold Companies and the Subsidiaries (and shall use all commercially reasonable efforts to cause the Closing Date or the earlier termination of this Agreement pursuant to its termsVenture Entities) to, upon reasonable prior written request and notice, afford to the Company Buyer, its counsel, accountants and its Subsidiaries shallother representatives reasonable access during normal business hours to the plants, and shall cause their respective officersproperties, directorssenior management, employees, auditors books and other Representatives to, afford the officers, employees, auditors and other Representatives records of the Seller (but only insofar as they pertain to the Sold Companies, the Venture Entities and the Subsidiaries), the Sold Companies, the Subsidiaries and the Venture Entities in order that the Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the Sold Companies, the Subsidiaries and the Venture Entities; provided, however, that any contacts with such senior management or other employees shall be made only in accordance with those written procedures which shall be established by the Seller within ten Business Days after the date hereof, which procedures shall not unreasonably withhold, condition or delay such access, consistent with applicable Law, at all reasonable times to . The Seller will cause its officers, employees, auditors, properties, offices, plants accountants and other facilities and agents to all Books and Records, in each case relating furnish to the Transferred Assets Buyer such additional financial and the Assumed Liabilities, and shall furnish the Buyer with all financial, operating and other data and information relating with respect to the Transferred Assets Sold Companies, the Venture Entities and the Assumed Liabilities Subsidiaries as the Buyer, through its officers, employees, auditors or other Representatives, Buyer 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 Liabilitiesrequest.
(b) The Buyer will hold shall not contact any nonpublic information it obtains pursuant suppliers or customers of the Seller, the Sold Companies, the Venture Entities or the Subsidiaries in connection with or pertaining to any subject matter of this Agreement and any Related Agreements to which it is a party in confidence except in accordance with those written procedures which shall be established by the provisions of Seller within ten Business Days after the Confidentiality Agreementdate hereof, the terms of which are incorporated herein by referenceprocedures shall not unreasonably withhold, condition or delay such contacts.
(c) No such investigation under this Section 6.1 by the The Buyer shall affect the representations will hold, and warranties of the Company and will cause 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 Returnsrespective directors, 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 accountants, counsel, financial advisors and other Representatives representatives and affiliates to hold, any information disclosed hereunder in confidence to the extent required by, and in accordance with, the provisions of the Company reasonable access (including the right to make photocopies at the Company’s expense)letter dated April 23, 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 Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to 2003 between the Buyer and the Seller (iias supplemented by letter dated July 15, 2003) upon reasonable notice, afford (the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense“Confidentiality Agreement”), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Samples: Purchase Agreement and Plan of Merger (Walter Industries Inc /New/)
Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement pursuant to its termsAgreement, upon reasonable prior written notice, the Company and its Subsidiaries shall, and shall cause their respective its Subsidiaries to, and use its reasonable best efforts to cause its and its Subsidiaries’ officers, directors, employees, auditors directors and other Representatives employees 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 Records relating to the Transferred Assets Assets, the Business and the Assumed LiabilitiesTransferred Subsidiaries, 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 employees 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 Business. At the request of the Buyer, the Company shall, and shall cause its Subsidiaries, to take all reasonable actions to facilitate contact, including arranging meetings, between the Buyer or its Representatives and the Assumed Liabilitiescustomers and suppliers of the Business.
(b) Promptly following execution of this Agreement, the parties shall establish a transition planning team (the “Transition Team”) to be led by Xxxx Xxxxxxxx (the “Leader”), of the Buyer, and comprised of 3 representatives of the Buyer and 1 representative of the Company, who shall be Xxxxx Xxxxxx. The Transition Team shall be responsible for, subject to the oversight of the Leader, facilitating a transition and integration planning process designed to ensure the efficient transfer of the Business to the Buyer, which shall include taking, or causing to be taken, those actions specified in Section 5.1(b) of the Company Disclosure Schedule. To the extent the actions set forth in Section 5.1(b) of the Company Disclosure Schedule, or any other actions identified by the Transition Team, are not accomplished prior to the Closing Date, the Company and the Buyer shall agree upon a commercially reasonable arrangement in order to ensure that such actions are completed promptly following the Closing.
(c) The Buyer agrees that all communications by the Buyer to any Business Employees currently employed by the Company or the Transferred Subsidiaries shall be coordinated through the Company’s representative on the Transition Team, unless the Company shall otherwise consent (such consent not to be unreasonably withheld).
(d) The Buyer will hold hold, and will use its reasonable best efforts to cause its officers, employees and other Representatives to 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.
(ce) No such investigation under this Section 6.1 5.1 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 Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Argonaut Technologies Inc)
Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement pursuant to its termsAgreement, upon reasonable prior written notice, the Company and its Subsidiaries shall, and shall cause their respective its Subsidiaries to, and use its reasonable best efforts to cause its and its Subsidiaries’ officers, directors, employees, auditors directors and other Representatives employees 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 Records relating to the Transferred Assets and Assets, the Assumed Liabilities, the Consumables Business, the Process Business and the Transferred Subsidiaries, 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 employees 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 Acquired Businesses. At the request of the Buyer, the Company shall, and shall cause its Subsidiaries, to take all reasonable actions to facilitate contact, including arranging meetings, between the Buyer or its Representatives and the customers and suppliers of the Consumables Business and the Process Business.
(b) Promptly following execution of this Agreement, the parties shall establish a transition planning team (the “Transition Team”) to be led by Xxxx Xxxxxxxx (the “Leader”), of the Buyer, and comprised of 3 representatives of the Buyer and 1 representative of the Company, who shall be Xxxxx Xxxxxx. The Transition Team shall be responsible for, subject to the oversight of the Leader, facilitating a transition and integration planning process designed to ensure the efficient transfer of the Acquired Businesses to the Buyer, which shall include taking, or causing to be taken, those actions specified in Section 5.1(b) of the Company Disclosure Schedule. To the extent the actions set forth in Section 5.1(b) of the Company Disclosure Schedule, or any other actions identified by the Transition Team, are not accomplished prior to the Closing Date, the Company and the Buyer shall agree upon a commercially reasonable arrangement in order to ensure that such actions are completed promptly following the Closing, giving credit to the Buyer for payments in respect of such services and those referred to in the last sentence of this paragraph in the amounts set forth below. The Buyer and the Company shall enter into an agreement under which the Buyer shall pay the Company $40,000 per month for four months after the Closing Date for occupancy arrangements and interim transition services to be agreed upon, which amounts shall be payable whether or not the Buyer occupies the facilities or requests the services. The interim transition services to be provided may include, but shall not be limited to, transition and support services necessary to conduct operations relating to the Transferred Assets and Assumed Liabilities, including production, packing, dispatch, shipping, receiving, accounting, service administration, ordering and other services incidental to the operation of the Transferred Assets and Assumed Liabilities.
(bc) The Buyer agrees that all communications by the Buyer to any Consumables Business Employees or Process Business Employees currently employed by the Company or the Transferred Subsidiaries shall be coordinated through the Company’s representative on the Transition Team, unless the Company shall otherwise consent (such consent not to be unreasonably withheld).
(d) The Buyer will hold hold, and will use its reasonable best efforts to cause its officers, employees and other Representatives to 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.
(ce) No such investigation under this Section 6.1 5.1 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 Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Argonaut Technologies Inc)
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof through the Closing Date, Holdings shall, and shall cause the Group to, upon request and reasonable notice (i) afford to Buyer, its counsel, accountants and other authorized representatives reasonable access (which access shall be exercised to the extent practicable during normal business hours) to the offices, properties, senior management, books and records of the Group Members and to the books and records of Holdings relating to the Group in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Group and (ii) instruct the employees, counsel, accountants and financial advisors of the Group Members to cooperate with Buyer in its investigation of the Group. Holdings shall, and shall cause the Group Members, to cause their officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating data and information in their possession with respect to the Group as Buyer may from time to time reasonably request. The Group Member shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Group Member or contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization).
(b) Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, Buyer shall hold, and shall cause their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any information in confidence to the extent required by, and in accordance with, the provisions of the letters, dated July 1, 2005, July 5, 2005 and July 6, 2005, between Cxxxxxx, Dubilier & Rice, Inc., Carlyle Investment Management, L.L.C. and Mxxxxxx Lxxxx Global Partners, Inc., respectively, and the Company and Ford (collectively, the “Confidentiality Agreement”); provided, that unless this Agreement is terminated (i) any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective debt financing sources and prospective equity co-investors and (ii) Sections 2 and 7(a) of the Confidentiality Agreement, shall cease to have further force and effect from and after the date hereof. Sections 6 and 7(b) (with respect to employees of the Company) of the Confidentiality Agreement shall cease to have further force and effect upon Closing.
(c) Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, with respect to any information obtained pursuant to this Section or the Confidentiality Agreement, Buyer shall not, and shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates not to, take any action that would cause any Group Member to violate its Privacy Policy for Rental Customers or Privacy Policy for Car Sales Customers, as such policies are in effect on the date hereof.
(d) From the date hereof to and until the second anniversary of the Closing Date or the earlier termination of this Agreement pursuant to its termsDate, upon reasonable prior written noticeHoldings will hold, the Company and will cause Ford and its Subsidiaries shallAffiliates to hold, and shall will use their reasonable best efforts to cause their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other Representatives to, afford the officers, employees, auditors and other Representatives requirements of the Buyer reasonable access, consistent with applicable Law, at all reasonable times to its officersconfidential documents and information concerning the Group Members, employees, auditors, properties, offices, plants and other facilities and to all Books and Records, in each case relating except to the Transferred Assets and the Assumed Liabilities, and shall furnish the Buyer with all financial, operating and other data and extent that such information relating can be shown 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 have been (i) retain in the Books and Records which are transferred to public domain through no fault of Holdings or its Affiliates (other than 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 Group Members) or (ii) upon reasonable notice, afford later lawfully acquired by such Person from sources other than those related to Holdings’ ownership of Shares or the officers, employees, auditors and other Representatives operation of the Company reasonable access (including business of the right Group. The obligation of Holdings to make photocopies at hold or cause to be held any such information in confidence shall be satisfied if they exercise the Company’s expense), during normal business hours, same care with respect to such Books and Recordsinformation as they would take to preserve the confidentiality of their own similar information.
(e) In order to facilitate the resolution of any claims made against or incurred by the Buyer relating to any period beginning on or From and after the Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries toDate, (i) retain all Holdings will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records which are in its possession or control as of the date hereof or as of the Closing Date (including accountant’s work papers), information, employees and which are not transferred auditors to the extent necessary or reasonably useful for Buyer pursuant to this Agreement and which relate in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer Group and (ii) upon Buyer will cause the Company to afford promptly to Holdings and its agents reasonable noticeaccess to the Company’s books of account, afford the officers, employees, auditors financial and other Representatives records (including accountant’s work papers), information, employees and auditors to the extent necessary or reasonably useful for Holdings in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Group; provided, that any such access by Buyer or Holdings shall not unreasonably interfere with the conduct of the Buyerbusiness of Holdings or the Company, reasonable access as the case may be and; provided, further, that this provision shall not be available to and shall not expand the scope of discovery in the case of a legal proceeding between the parties (including but only to the right to make photocopies at extent of the Buyer’s expensematters that are the subject of such proceeding), during normal business hours, to such books and records. The Company party afforded access shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially bear all of the assets of out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the Company foregoing. No party shall be required to provide access to or a majority of to disclose information where such access or disclosure would jeopardize the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity attorney-client privilege of such transaction, and party or contravene any Law or binding agreement entered into prior to the consummation date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such transaction shall permit the Buyer information to copy any Books and Records it reasonably believes it may needbe provided in a manner that does not cause such violation or jeopardization).
Appears in 1 contract
Access; Information and Records; Confidentiality. (a) During the period commencing on the date hereof through the Closing Date, Holdings shall, and shall cause the Group to, upon request and reasonable notice (i) afford to Buyer, its counsel, accountants and other authorized representatives reasonable access (which access shall be exercised to the extent practicable during normal business hours) to the offices, properties, senior management, books and records of the Group Members and to the books and records of Holdings relating to the Group in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Group and (ii) instruct the employees, counsel, accountants and financial advisors of the Group Members to cooperate with Buyer in its investigation of the Group. Holdings shall, and shall cause the Group Members, to cause their officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating data and information in their possession with respect to the Group as Buyer may from time to time reasonably request. The Group Member shall not be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Group Member or contravene any Law or binding agreement entered into prior to the date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization).
(b) Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, Buyer shall hold, and shall cause their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any information in confidence to the extent required by, and in accordance with, the provisions of the letters, dated July 1, 2005, July 5, 2005 and July 6, 2005, between Xxxxxxx, Dubilier & Rice, Inc., Carlyle Investment Management, L.L.C. and Xxxxxxx Xxxxx Global Partners, Inc., respectively, and the Company and Ford (collectively, the “Confidentiality Agreement”); provided, that unless this Agreement is terminated (i) any requirement under the Confidentiality Agreement to obtain consent for the disclosure of Information (as defined in the Confidentiality Agreement) to prospective debt financing sources and prospective equity co-investors and (ii) Sections 2 and 7(a) of the Confidentiality Agreement, shall cease to have further force and effect from and after the date hereof. Sections 6 and 7(b) (with respect to employees of the Company) of the Confidentiality Agreement shall cease to have further force and effect upon Closing.
(c) Prior to the Closing Date and (if the Closing does not occur) after any termination of this Agreement, with respect to any information obtained pursuant to this Section or the Confidentiality Agreement, Buyer shall not, and shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates not to, take any action that would cause any Group Member to violate its Privacy Policy for Rental Customers or Privacy Policy for Car Sales Customers, as such policies are in effect on the date hereof.
(d) From the date hereof to and until the second anniversary of the Closing Date or the earlier termination of this Agreement pursuant to its termsDate, upon reasonable prior written noticeHoldings will hold, the Company and will cause Ford and its Subsidiaries shallAffiliates to hold, and shall will use their reasonable best efforts to cause their respective officers, directors, employees, auditors accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other Representatives to, afford the officers, employees, auditors and other Representatives requirements of the Buyer reasonable access, consistent with applicable Law, at all reasonable times to its officersconfidential documents and information concerning the Group Members, employees, auditors, properties, offices, plants and other facilities and to all Books and Records, in each case relating except to the Transferred Assets and the Assumed Liabilities, and shall furnish the Buyer with all financial, operating and other data and extent that such information relating can be shown 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 have been (i) retain in the Books and Records which are transferred to public domain through no fault of Holdings or its Affiliates (other than 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 Group Members) or (ii) upon reasonable notice, afford later lawfully acquired by such Person from sources other than those related to Holdings’ ownership of Shares or the officers, employees, auditors and other Representatives operation of the Company reasonable access (including business of the right Group. The obligation of Holdings to make photocopies at hold or cause to be held any such information in confidence shall be satisfied if they exercise the Company’s expense), during normal business hours, same care with respect to such Books and Recordsinformation as they would take to preserve the confidentiality of their own similar information.
(e) In order to facilitate the resolution of any claims made against or incurred by the Buyer relating to any period beginning on or From and after the Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries toDate, (i) retain all Holdings will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records which are in its possession or control as of the date hereof or as of the Closing Date (including accountant’s work papers), information, employees and which are not transferred auditors to the extent necessary or reasonably useful for Buyer pursuant to this Agreement and which relate in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer Group and (ii) upon Buyer will cause the Company to afford promptly to Holdings and its agents reasonable noticeaccess to the Company’s books of account, afford the officers, employees, auditors financial and other Representatives records (including accountant’s work papers), information, employees and auditors to the extent necessary or reasonably useful for Holdings in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Group; provided, that any such access by Buyer or Holdings shall not unreasonably interfere with the conduct of the Buyerbusiness of Holdings or the Company, reasonable access as the case may be and; provided, further, that this provision shall not be available to and shall not expand the scope of discovery in the case of a legal proceeding between the parties (including but only to the right to make photocopies at extent of the Buyer’s expensematters that are the subject of such proceeding), during normal business hours, to such books and records. The Company party afforded access shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially bear all of the assets of out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the Company foregoing. No party shall be required to provide access to or a majority of to disclose information where such access or disclosure would jeopardize the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity attorney-client privilege of such transaction, and party or contravene any Law or binding agreement entered into prior to the consummation date of this Agreement (it being agreed that the parties shall use their reasonable best efforts to cause such transaction shall permit the Buyer information to copy any Books and Records it reasonably believes it may needbe provided in a manner that does not cause such violation or jeopardization).
Appears in 1 contract
Access; Information and Records; Confidentiality. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement pursuant to its termsAgreement, upon reasonable prior written notice, the Company and its Subsidiaries shall, and shall use its reasonable best efforts to cause their respective its Subsidiaries, officers, directors, employees, auditors employees and other Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer reasonable access, consistent with applicable LawLaw and subject to the Buyer’s compliance with data privacy laws, 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 LiabilitiesBusiness, and shall furnish the Buyer with all financial, operating and other data and information relating to the Transferred Assets and the Assumed Liabilities Business as the Buyer, through its officers, employees, auditors employees 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 LiabilitiesBusiness.
(b) The Buyer will hold any nonpublic information it obtains obtained pursuant to this Agreement and any Related Agreements to which it is a party Section 5.1(a) in confidence in accordance with the provisions of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and to the extent any such nonpublic information of the Company and its Subsidiaries is not related to the Business, the Buyer will upon the written request of the Seller use its commercially reasonable efforts to destroy all tangible items containing any such nonpublic information.
(c) No such investigation under this Section 6.1 5.1 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 Returnsstatements, 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 Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returnsstatements, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are (excluding the Books and Records transferred to the Buyer pursuant to this Agreement and other books and records that have otherwise been delivered to the Buyer) in its possession or control as of the date hereof or as of the Closing Date and which are not transferred relating to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to and ending on the Closing Date or Date, the earlier termination of this Agreement pursuant to its termsCompany shall, upon reasonable prior written notice, the Company request and its Subsidiaries shallnotice of Parent, and shall cause their respective officersat Parent’s expense, directorsafford to Parent, employeesits counsel, auditors accountants and other Representatives to, afford the officers, employees, auditors and other Representatives of the Buyer authorized representatives reasonable access, consistent with applicable Law, at all reasonable times access during normal business hours to its officers, employees, auditors, properties, offices, plants senior management 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 Without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, Parent shall not contact any nonpublic information it obtains suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company in connection with or pertaining to any subject matter of this Agreement Agreement.
(c) 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 Related Agreements invasive environmental sampling or testing, including of soil, sediment, groundwater or surface water or ambient air, or initiate contact with any Governmental Authorities with jurisdiction over the Company in connection with or pertaining to which it is a party the environmental condition or compliance of the Company.
(d) Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any non-public information in confidence in accordance with the provisions of the Confidentiality Agreementletter dated February 22, 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 2007, between the Company and its Subsidiaries herein.
Parent (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“Confidentiality Agreement”), during normal business hours, to such Books and Records.
(e) In order to facilitate It is expressly understood by the resolution parties hereto that, notwithstanding the provisions of this Section 5.1, the Company, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, environmental reviews the written work plan for which had not been previously approved by the Company in its sole discretion, or possible waivers of any claims made against or incurred by the Buyer relating applicable attorney-client privileges; (ii) to any period beginning on processes, know-how, operating instructions or other proprietary knowledge of the Company; or (iii) in the event Parent or Purchaser is in breach of this Agreement. It is further understood that the Company shall be under no obligation to grant Parent or Purchaser or its representatives any access if such access would, under the circumstances, interfere with the Company’s operations, activities or employees, or if such access would, in the judgment of the Company, violate applicable antitrust or similar laws. In an effort to prevent any interference or disruption caused by such access, the Company may, at its sole discretion, reasonably limit the number of individuals and the number of visits to its facilities. Parent shall coordinate all such access with a Company employee who will be identified to Parent promptly after the Closing execution of this Agreement, and shall not directly or for indirectly contact any other reasonable purposeemployee of the Company without the prior approval of the designated employee.
(f) To the extent related to a Tax that is Assumed Liability hereunder, including the Company shall retain all relevant records with respect to prepare audited financial statements and each Tax Returns, Return filed prior to Closing Date for a period of seven (7) six years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as of from the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may needTax Return was filed.
Appears in 1 contract
Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to and ending on the Closing Date or the earlier termination of this Agreement pursuant to its terms, upon reasonable prior written noticeDate, the Company and its Subsidiaries Seller shall, and shall cause their respective officerseach Company to, directorsupon reasonable request and notice, employeesafford to the Buyer, auditors its counsel, accountants, financing sources and other Representatives authorized representatives reasonable access during normal business hours to the properties, books and records, contracts and officers of each Company in order that they may have the opportunity to make reasonable investigations of the affairs of the Companies; provided, that such access does not unreasonably interfere with the ongoing business of either Company, the Seller or any Seller Affiliate, cause any representation or warranty in this Agreement to be breached, cause any closing condition set forth in Article VI to fail to be satisfied or otherwise cause the breach of this Agreement or any other agreement to which either Company, the Seller or any Seller Affiliate is a party. The Seller shall, and shall cause each Company to, afford the officers, employees, auditors and other Representatives of the Buyer use its commercially reasonable access, consistent with applicable Law, at all reasonable times efforts to cause its officers, employees, auditors, properties, offices, plants accountants and other facilities and agents to all Books and Records, in each case relating furnish to the Transferred Assets Buyer such additional financial and the Assumed Liabilities, and shall furnish operating information in its possession with respect to either Company as 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 Liabilitiesrequest.
(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 Until the Closing, the Buyer shall (i) retain the Books hold, 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 noticeshall cause its directors, afford the officers, employees, auditors Affiliates, agents and other Representatives advisors to hold, any information regarding the Companies in confidence to the extent required by, and in accordance with, the provisions of the letter dated April 2, 2007 between AUSA Holding Company and Mxxxxxx Lxxxx & Co., Inc. (the “Confidentiality Agreement”).
(c) After the Closing, upon reasonable written request and notice, the Seller and the Buyer shall, and the Buyer shall cause the Companies to, furnish or cause to be furnished to the other party and its representatives, employees, counsel and accountants access (including the right to make photocopies at the Company’s expense)to, during normal business hours, such assistance and information, including all original agreements, documents, books, records, contracts and files in the possession of the Seller or the Buyer, as applicable, or any of their respective Affiliates, including, with respect to such Books the Buyer, the Companies, and Records.
(e) In order relating to facilitate the resolution Transferred Business as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any claims made against or incurred by the Buyer relating to any period beginning on or after the Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period reports or forms or the defense of seven (7) years following any Tax claim or assessment; provided, however, that such access does not unreasonably interfere with the Closingongoing business of the Seller, the Company shallBuyer or either Company, as applicable, shall not violate applicable Law or contractual obligations of the Seller, the Buyer or either Company, as applicable, and shall not cause its Subsidiaries tothe Companies to breach or waive any privilege, (i) retain all books and records which are in its possession or control as of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may needattorney-client privilege.
Appears in 1 contract
Samples: Purchase Agreement (Ml Life Insurance Co of New York)
Access; Information and Records; Confidentiality. (a) From During the period commencing on the date hereof to and ending on the Closing Date or the earlier termination of this Agreement pursuant to its termsDate, upon reasonable prior written noticeO-I and Seller shall, and shall cause the Company and its Subsidiaries shallto afford to Buyer, its Representatives (as defined below) and shall cause financing sources (and their respective Representatives), upon Buyer's reasonable written request and notice, reasonable access during normal business hours and at Buyer's expense to the plants, properties, senior management, officers, directors, senior employees, auditors books and other Representatives torecords of the Company and its Subsidiaries, afford in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Company and its Subsidiaries; provided that any contacts with such senior management, officers, directors and senior employees shall only take place under the supervision of Seller; provided, further, that Seller's supervision does not unduly delay any such Buyer investigation. O-I and Seller will use their commercially reasonable best efforts to cause their officers, employees, auditors accountants and other Representatives of the Buyer reasonable access, consistent with applicable Lawagents to furnish to Buyer, at all reasonable times to its officersO-I's expense, employeessuch additional financial and operating data, auditorstax information, propertiesbooks and records, officescontracts, plants documents and other facilities and to all Books and Records, in each case relating information with respect to the Transferred Assets Company 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 its Subsidiaries as the Buyer, through its officers, employees, auditors or other Representatives and financing sources (and their respective 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 Liabilitiesrequest.
(b) The During the period commencing on the date hereof and ending on the Closing Date, upon Buyer's reasonable written request and notice, Seller shall use its commercially reasonable best efforts to provide access to, and assist Buyer in contacting the suppliers, customers or technology partners of the Company or the Subsidiaries in connection with or pertaining to any subject matter of this Agreement.
(c) Buyer will hold (i) hold, and will cause its respective partners, directors, officers, employees and representatives of its legal, accounting and financial advisors and other representatives and Affiliates (the "Representatives") to hold, any nonpublic information it obtains pursuant to this Agreement and any Related Agreements to which it is a party in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement dated April 3, 2004, between Xxxxxx Packaging Holdings Company and O-I (the "Confidentiality Agreement") and (ii) comply, and will cause its Representatives to comply, with the provisions of the Confidentiality Agreement applicable to them. Notwithstanding anything to the contrary herein or in the Confidentiality Agreement, (A) Buyer may contact Seller's customers to inform customers of this Agreement and to explain the terms of which are incorporated herein by reference.
transaction only if Seller is extended the opportunity to participate in the contact and (cB) 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 Representatives shall be entitled to facilitate distribute information to potential sources of Financing so long as such sources agree to customary confidentiality undertakings in connection with the resolution arrangement and syndication of any claims made against or incurred by financing. Notwithstanding the Company relating foregoing, nothing in this Agreement shall limit Buyer's ability to any period ending on or prior to the Closing and in order contact Seller's customers unilaterally for the Company to prepare audited financial statements purposes of (x) selling Buyer's products in the ordinary course of Buyer's business or (y) negotiating contingent terms between Buyer and Tax Returns, Seller's customers for a period sale of seven (7) years products 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 Closing or for any other reasonable purpose, including to prepare audited financial statements and Tax Returns, for a period of seven (7) years following the Closing, the Company shall, and shall cause its Subsidiaries to, (i) retain all books and records which are in its possession or control as of the date hereof or as of the Closing Date and which are not transferred to the Buyer pursuant to this Agreement and which relate to the FS Business for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer and (ii) upon reasonable notice, afford the officers, employees, auditors and other Representatives of the Buyer, reasonable access (including the right to make photocopies at the Buyer’s expense), during normal business hours, to such books and records. The Company shall notify the Buyer promptly of any pending transaction in which a Person proposes to acquire, directly or indirectly, pursuant to a tender offer, exchange offer, merger, consolidation or other business combination, all or substantially all of the assets of the Company or a majority of the total outstanding voting securities of the Company as a result of which the stockholders of the Company immediately preceding such transaction would hold less than 50% of the equity interests in the surviving or resulting entity of such transaction, and prior to the consummation of such transaction shall permit the Buyer to copy any Books and Records it reasonably believes it may need.
Appears in 1 contract
Samples: Stock Purchase Agreement (Graham Packaging Holdings Co)
