Common use of Access to Assets, Personnel and Information Clause in Contracts

Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information. The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential, or involve the disclosure of Parent Information relating to Parent’s negotiation of the Merger or any transaction related to the Merger or relating to Parent’s negotiation of any Parent Acquisition Proposal. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Acquired Companies or their Representatives shall conduct any invasive environmental sampling on any business or property of the Parent Companies prior to completion of the Merger without the prior written consent of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Miscor Group, Ltd.), Agreement and Plan of Merger (Integrated Electrical Services Inc)

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Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential, or involve the disclosure of Parent Information relating to Parent’s negotiation of the Merger or any transaction related to the Merger or relating to Parent’s negotiation of any Parent Acquisition Proposal. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Acquired Companies or their Representatives shall conduct any invasive environmental sampling on any business or property of the Parent Companies prior to completion of the Merger without the prior written consent of Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cameron International Corp), Agreement and Plan of Merger (Natco Group Inc)

Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Parent Basic shall: (i) afford to the Company Grey Wolf and the Company Grey Wolf Representatives, at the CompanyGrey Wolf’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Basic Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, computerized that are within the possession or control of any of the Parent Basic Companies (the “Parent Basic Information”); and (ii) upon request during normal business hours, furnish promptly to the Company Grey Wolf (at the CompanyGrey Wolf’s expense), or similarly provide reasonable access to, ) a copy of any Parent Basic Information. The Company Grey Wolf agrees to review conduct such information investigation in a manner that does not interfere unreasonably with the Parent Basic Companies’ operations and with the prompt and discharge by such Parent Basic Companies’ employees of their duties. The Company Grey Wolf agrees to indemnify and hold the Parent Basic Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Grey Wolf Companies, and any loss or destruction of any property owned by the Parent Basic Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Grey Wolf Companies or their Representatives during any visit to the business or property sites of the Parent Basic Companies prior to the completion of the MergerMergers, whether pursuant to this Section 5.3 or otherwise. No Parent Basic Company shall be required to provide access to or to disclose Parent Basic Information where such access or disclosure would constitute a violation of attorney/client privilege, privilege or violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential, or involve the disclosure of Parent Information relating to Parent’s negotiation of the Merger or any transaction related to the Merger or relating to Parent’s negotiation of any Parent Acquisition ProposalApplicable Law. In such circumstances, the Parties will use commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Acquired Grey Wolf Companies or their Representatives shall conduct any invasive environmental testing or sampling on any business or property sites of the Parent Basic Companies prior to completion of the Merger Mergers without the prior written consent of ParentBasic.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Grey Wolf Inc), Agreement and Plan of Merger (Basic Energy Services Inc)

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Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Parent Precision and PDC shall: (i) afford to the Company and the Company Grey Wolf Representatives, at the CompanyGrey Wolf’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Precision Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, computerized that are within the possession or control of any of the Parent Precision Companies (the “Parent Precision Information”); and (ii) upon request during normal business hours, furnish promptly to the Company Grey Wolf (at the CompanyGrey Wolf’s expense), or similarly provide reasonable access to, ) a copy of any Parent Precision Information. The Company Grey Wolf agrees to review conduct such information investigation in a manner that does not interfere unreasonably with the Parent Precision Companies’ operations and with the prompt discharge by such Parent Precision Companies’ employees of their duties. The Company Grey Wolf agrees to indemnify and hold the Parent Precision Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Grey Wolf Companies, and any loss or destruction of any property owned by the Parent Precision Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Grey Wolf Companies or their Representatives during any visit to the business or property sites of the Parent Precision Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 5.4 or otherwise. No Parent Precision Company shall be required to provide access to or to disclose Parent Precision Information where such access or disclosure would constitute a violation of attorney/client privilege, privilege or violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential, or involve the disclosure of Parent Information relating to Parent’s negotiation of the Merger or any transaction related to the Merger or relating to Parent’s negotiation of any Parent Acquisition ProposalApplicable Law. In such circumstances, the Parties will use commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Acquired Grey Wolf Companies or their Representatives shall conduct any invasive environmental testing or sampling on any business or property sites of the Parent Precision Companies prior to completion of the Merger without the prior written consent of ParentPrecision.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Grey Wolf Inc)

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