Access to Assets, Personnel and Information. (a) From the date hereof until the Closing Date, Sellers will afford to Purchaser and the Purchaser Representatives, at Purchaser's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants and facilities of Sellers and shall, upon request, furnish promptly to Purchaser, at Purchaser's expense, a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data (excluding personnel files) concerning Sellers or the Assets that is within the possession or control of Sellers. (b) Purchaser and the Purchaser Representatives shall have the right to make a physical assessment of the Assets and Operations of Sellers and, in connection therewith, shall have the right to enter premises of Sellers and inspect its assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to Sellers. Sellers shall be provided not less than 48 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manner, and Sellers and Sellers' Representatives shall have the right to witness all such investigations. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from the activities of Purchaser and the Purchaser Representatives with respect to the assets and Operations of Sellers in connection with conducting such physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers or any Sellers Representative. (c) Sellers will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3. (d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives not to) use any information obtained pursuant to this Section 6.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. (e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent. (f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Williams Companies Inc), Asset Purchase and Sale Agreement (Premcor Refining Group Inc)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateEffective Time, Sellers will the Company shall: (i) afford to Purchaser Parent and the Purchaser Parent Representatives, at Purchaser's Parent’s sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants agents and facilities of Sellers the Company and shall, each Material Subsidiary; (ii) provide to Parent all information which pertains to matters requiring Parent’s approval under Section 5.1 and cooperate with Parent to institute procedures and practices to facilitate the joint approval by Parent and the Company of such matters; (iii) upon request, furnish promptly to Purchaser, Parent (at Purchaser's Parent’s expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning the Company and each Material Subsidiary (excluding personnel filesor any of their assets) concerning Sellers or the Assets that is within the possession or control of Sellersthe Company; and (iv) consent to its independent auditors and Xxxxx Xxxxx Company, L.P. to make available their respective work papers to Parent and the Parent Representatives to the extent permitted by the applicable professional standards.
(b) Purchaser Parent and the Purchaser Parent Representatives shall shall, at Parent’s sole risk and expense, have the right to make a an environmental and physical assessment of the Assets assets of the Company and Operations of Sellers the Material Subsidiaries and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations thereon, conduct soil and the Assets are located water tests and borings and generally conduct such examinations tests, examinations, investigations and studies as Purchaser Parent deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. Sellers The Company shall be provided not less than 48 hours 24 hours’ prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' the Company Representatives shall have the right to witness all such tests and investigations. Purchaser Parent shall (and shall cause the Purchaser Parent Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Parent Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser Parent shall indemnify, defend and hold Sellers the Company and the Sellers' Company Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser Parent and the Purchaser Parent Representatives with respect to on the assets and Operations of Sellers the Company in connection with conducting such environmental and physical assessment, even if as a result of the Company’s sole or concurrent negligence, except to the extent of and limited by the fault, gross negligence or willful misconduct of Sellers the Company or any Sellers Company Representative.
(c) Sellers The Company will (and will cause the Sellers' Company Representatives to to) fully cooperate in all reasonable respects with Purchaser Parent and the Purchaser Parent Representatives in connection with Purchaser's Parent’s examinations, evaluations and investigations described in this Section 6.35.2.
(d) Except as required by law or regulation, Purchaser Parent will not (and will cause Merger Sub and the Purchaser Parent Representatives not to) use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, the Sellers will shall cause the Company to afford to Purchaser and the Purchaser Representatives, at Purchaser's ’s sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and books, records, contracts, employeesfacilities, representativesaudit work papers and payroll records of the Company and its Subsidiaries and any of the officers of the Company and its Subsidiaries. During such period, agents, consultants the Company and its Subsidiaries will make available to a reasonable number of Purchaser Representatives adequate office space and facilities at the office facilities of Sellers the Company and shallits Subsidiaries in Calgary, upon requestAlberta. Notwithstanding the foregoing, furnish promptly no investigation pursuant to Purchaserthis Section 5.2(a) will affect or be deemed to modify any of the representations or warranties made by the Company in this Agreement; provided, at Purchaser's expensehowever, a copy that, except for the representation and warranty contained in Section 3.1.3, such representations and warranties shall not survive the Closing and shall thereafter be of any file, book, record, report, contract, permit, correspondence, no force or other written information, document or data (excluding personnel files) concerning Sellers or the Assets that is within the possession or control of Sellerseffect.
(b) Purchaser and the Purchaser Representatives shall have the right and opportunity to make a an environmental and physical assessment of the Assets assets of the Company and Operations of Sellers its Subsidiaries and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which thereon. Purchaser may not, without the prior written consent of the Sellers' Operations and , conduct any soil or water tests or borings or other invasive tests or examinations with respect to the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable assets of the Company or appropriate for the preparation of reports relating to Sellersits Subsidiaries. The Sellers shall be provided not less than 48 hours prior notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' the Company Representatives shall have the right to witness all such investigationsinspections. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers the Sellers, the Company, its Subsidiaries, and the Sellers' Company Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to on the assets of the Company and Operations of Sellers its Subsidiaries in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, gross negligence or willful wilful misconduct of Sellers the Company, its Subsidiaries, or any Sellers Company Representative.
(c) The Sellers will not (and will cause the Sellers' Company Representatives to cooperate in all reasonable respects with Purchaser not to), and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives not to) ), use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(ed) Notwithstanding anything in this Section 6.3 5.2 to the contrary, Sellers the Company shall not be obligated under the terms of this Section 6.3 5.2 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' the Company’s possession or control but subject to a valid and binding confidentiality agreement with a third party that prohibits such disclosure without first obtaining the consent of such third party, andand the Seller shall cause the Company, to the extent reasonably requested by Purchaser, Sellers will to use reasonable efforts to obtain any such consent.
(fe) Notwithstanding anything to The Parties shall comply with the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality AgreementSchedule D regarding Privacy Legislation attached hereto.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateEffective Time, Sellers will subject to compliance with applicable laws, Parent shall: (i) afford to Purchaser GreenHunter and the Purchaser GreenHunter Representatives, at Purchaser's GreenHunter’s sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants agents and facilities of Sellers the Parent Companies; and shall, (ii) upon request, furnish promptly to Purchaser, GreenHunter (at Purchaser's GreenHunter’s expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning any of the Parent Companies (excluding personnel filesor any of their respective assets) concerning Sellers or the Assets that is within the possession or control of Sellersany of the Parent Companies.
(b) Purchaser From the date hereof until the Effective Time, subject to compliance with applicable laws, GreenHunter shall: (i) afford to Parent and the Purchaser Parent Representatives, at Parent’s sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents and facilities of the GreenHunter Companies; and (ii) upon request, furnish promptly to Parent (at Parent’s expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the GreenHunter Companies (or any of their respective assets) that is within the possession or control of any of the GreenHunter Companies.
(c) GreenHunter and the GreenHunter Representatives shall shall, at GreenHunter’s sole risk and expense, have the right to make a an environmental and physical assessment of the Assets and Operations assets of Sellers the Parent Companies and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations thereon, and the Assets are located and generally conduct such examinations non-invasive tests, examinations, investigations and studies as Purchaser GreenHunter deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. Sellers Parent shall be provided not less than 48 24 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' Parent Representatives shall have the right to witness all such tests and investigations. Purchaser GreenHunter shall (and shall cause the Purchaser GreenHunter Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser GreenHunter Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers Parent of the determination of the need for disclosure. Purchaser GreenHunter shall provide Parent a copy of any environmental report or assessment prepared on behalf of GreenHunter with respect to any of the Parent Companies or any of their properties or assets. GreenHunter shall indemnify, defend and hold Sellers the Parent Companies and the Sellers' Parent Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser GreenHunter and the Purchaser GreenHunter Representatives with respect to on the assets and Operations of Sellers the Parent Companies in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers any of the Parent Companies or any Sellers Parent Representative.
(cd) Sellers Parent and the Parent Representatives shall, at Parent’s sole risk and expense, have the right to make an environmental and physical assessment of the assets of the GreenHunter Companies and, in connection therewith, shall have the right to enter and inspect such assets and all buildings and improvements thereon, and generally conduct such non-invasive tests, examinations, investigations and studies as Parent deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to such assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. GreenHunter shall be provided not less than 24 hours prior notice of such activities, and GreenHunter Representatives shall have the right to witness all such tests and investigations. Parent shall (and shall cause the Parent Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Sellers' Parent Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to GreenHunter of the determination of the need for disclosure. Parent shall provide GreenHunter a copy of any environmental report or assessment prepared on behalf of Parent with respect to any of the GreenHunter Companies or any of their properties or assets. Parent shall indemnify, defend and hold the GreenHunter Companies and the GreenHunter Representatives harmless from and against any and all claims to the extent arising out of or as a result of the activities of Parent and the Parent Representatives on the assets of the GreenHunter Companies in connection with conducting such environmental and physical assessment, except to the extent of and limited by the negligence or willful misconduct of any of the GreenHunter Companies or any GreenHunter Representative.
(e) From the date hereof until the Effective Time, Parent will fully and accurately disclose, and will cause each Parent Subsidiary to fully and accurately disclose, to GreenHunter and the GreenHunter Representatives all information that is (i) reasonably requested by GreenHunter or any of the GreenHunter Representatives, (ii) known to any of the Parent Companies, and (iii) materially relevant to the value, ownership, use, operation, development or transferability of the assets of any of the Parent Companies.
(f) From the date hereof until the Effective Time, GreenHunter will fully and accurately disclose, and will cause each GreenHunter Subsidiary to fully and accurately disclose, to Parent and the Parent Representatives all information that is (i) reasonably requested by Parent or any of the Parent Representatives, (ii) known to any of the GreenHunter Companies, and (iii) materially relevant to the value, ownership, use, operation, development or transferability of the assets of any of the GreenHunter Companies.
(g) From the date hereof until the Effective Time, each of Parent and GreenHunter shall: (i) furnish to the other, promptly upon receipt or filing (as the case may be), a copy of each communication between such Party and the SEC after the date hereof relating to the Merger, the Registration Statement or the Proxy Statement/Prospectus, and each report, schedule, registration statement or other document filed by such Party with the SEC after the date hereof relating to the Merger or the Registration Statement; and (ii) promptly advise the other of the substance of any oral communications between such Party and the SEC relating to the Merger, the Registration Statement or the Proxy Statement/Prospectus.
(h) GreenHunter will (and will cause the GreenHunter Subsidiaries and the GreenHunter Representatives to) fully cooperate in all reasonable respects with Purchaser Parent and the Purchaser Parent Representatives in connection with Purchaser's Parent’s examinations, evaluations and investigations described in this Section 6.35.3. Parent will (and will cause the Parent Subsidiaries and the Parent Representatives to) fully cooperate in all reasonable respects with GreenHunter and the GreenHunter Representatives in connection with GreenHunter’s examinations, evaluations and investigations described in this Section 5.3.
(di) Except as required by law or regulation, Purchaser GreenHunter will not (and will cause the Purchaser GreenHunter Subsidiaries and the GreenHunter Representatives not to) ), and Parent will not (and will cause the Parent Subsidiaries and the Parent Representatives not to), use any information obtained pursuant to this Section 6.3 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(ej) Notwithstanding anything in this Section 6.3 5.3 to the contrary, Sellers : (i) GreenHunter shall not be obligated under the terms of this Section 6.3 5.3 to disclose to Purchaser Parent or the Purchaser Parent Representatives, or grant Purchaser Parent or the Purchaser Parent Representatives access to, information that is within Sellers' the possession or control of any of the GreenHunter Companies but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, andand GreenHunter, to the extent reasonably requested by PurchaserParent, Sellers will use its reasonable efforts to obtain any such consent; and (ii) Parent shall not be obligated under the terms of this Section 5.3 to disclose to GreenHunter or the GreenHunter Representatives, or grant GreenHunter or the GreenHunter Representatives access to, information that is within the possession or control of any of the Parent Companies but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and Parent, to the extent reasonably requested by GreenHunter, will use its reasonable efforts to obtain any such consent.
(fk) Notwithstanding anything To facilitate approvals of activities of the Parties that are restricted under Sections 5.1 and 5.2, Parent Representatives and GreenHunter Representatives agree to meet on a regular basis to review matters relating to their respective Capital Projects (including the contrary in this Section 6.3 or elsewhere in this Agreementstatus of expenditures under Approved Budgets (such as outstanding authorizations for expenditures), the Confidentiality Agreement shall remain in full force success of their Capital Projects to date, proposals to initiate new Capital Projects or substantially increase commitments to existing Capital Projects), and effect any other matters restricted under Sections 5.1 and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement5.2.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers the Company will afford to Purchaser and the Purchaser Representatives, at Purchaser's ’s sole risk and expense, during normal business hours and on access at reasonable prior notice, reasonable access times to any of the assets, books Records, facilities, audit work papers and records, contracts, employees, representatives, agents, consultants payroll records of the Company and facilities of Sellers the Subsidiaries and shall, upon request, furnish promptly to Purchaser, Purchaser (at Purchaser's ’s expense, ) a copy of any file, book, record, reportRecord, contract, permit, correspondence, or other written information, document or data (excluding personnel files) concerning Sellers the Company or the Assets Subsidiaries (or their assets) that is within the possession or control of Sellersthe Company or the Subsidiaries. During such period, the Company will make available to a reasonable number of Purchaser Representatives adequate office space and facilities at the office facilities of the Company. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser and treated the same as Purchaser would treat its own confidential information.
(b) Purchaser and the Purchaser Representatives shall have the right and opportunity to make a an environmental and physical assessment of the Assets assets of the Company and Operations of Sellers the Subsidiaries and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in thereon. Purchaser may not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, conduct any soil or on which water tests or borings or other invasive tests or examinations with respect to the Sellers' Operations assets of the Company and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to SellersSubsidiaries. Sellers The Company shall be provided not less than 48 hours prior notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' the Company Representatives shall have the right to witness all such investigationsinspections. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential confidential, and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers the Company and the Sellers' Company Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to on the assets and Operations of Sellers the Company or the Subsidiaries in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers the Company, the Subsidiaries or any Sellers RepresentativeRepresentative of the Company.
(c) Sellers will cause From the Sellers' Representatives date hereof until the Closing, the Company and the Subsidiaries shall fully and accurately disclose to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives all information that is (i) reasonably requested by Purchaser or any of the Purchaser Representatives, (ii) known to the Company, and (iii) relevant in connection with Purchaser's examinationsany manner or degree to the value, evaluations and investigations described in this Section 6.3ownership, use, operation, development or transferability of the assets of the Company or any of the Subsidiaries.
(d) Except as required Each of the Company and the Purchaser, respectively, shall hold, and shall cause each of its officers, directors, employees, accountants, counsel, advisors and any other Representative to hold all information received by law the Company or regulation, Purchaser will not (and will cause the Purchaser Representatives pursuant to this Section 5.2 in confidence, and shall not to) use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 5.2 to the contrary, Sellers : (i) the Company shall not be obligated under the terms of this Section 6.3 5.2 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' the Company’s or any Subsidiary’s possession or control but subject to a valid and binding confidentiality agreement with a third party Third Party entered into prior to March 1, 2006 that prohibits such disclosure without first obtaining the consent of such third partyThird Party, andand the Company, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
; and (fii) Notwithstanding anything Purchaser shall not be obligated under the terms of this Section 5.2 to disclose to the contrary in this Section 6.3 Company or elsewhere in this Agreementthe Company Representatives, or grant the Confidentiality Agreement shall remain in full force Company or the Company Representatives access to, information that is within Purchaser’s possession or control but subject to a valid and effect binding confidentiality agreement with a Third Party that prohibits such disclosure without first obtaining the consent of such Third Party, and shall apply Purchaser, to the Parties hereto as fully as if each were a signing party thereto following extent reasonably requested by Seller or the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant Company will use its reasonable efforts to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreementobtain any such consent.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers the Company will afford to Purchaser and the Purchaser Representatives, at Purchaser's ’s sole risk and expense, during normal business hours and on access at reasonable prior notice, reasonable access times to any of the assets, books and records, contracts, employeesfacilities, representatives, agents, consultants audit work papers and facilities payroll records of Sellers the Company and shall, upon request, furnish promptly to Purchaser, Purchaser (at Purchaser's ’s expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning the Company (excluding personnel filesor its assets) concerning Sellers or the Assets that is within the possession or control of Sellersthe Company. During such period, the Company will make available to a reasonable number of Purchaser Representatives adequate office space and facilities at the office facilities of the Company. Notwithstanding the foregoing, no investigation pursuant to this Section 5.2(a) will affect or be deemed to modify any of the representations or warranties made by the Company in this Agreement. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser and treated the same as Purchaser would treat its own confidential information.
(b) Purchaser and the Purchaser Representatives shall have the right and opportunity to make a an environmental and physical assessment of the Assets and Operations assets of Sellers the Company and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in thereon. Purchaser may not, without the prior written consent of the Company, conduct any soil or on which water tests or borings or other invasive tests or examinations with respect to the Sellers' Operations and assets of the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to SellersCompany. Sellers The Company shall be provided not less than 48 hours prior notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' the Company Representatives shall have the right to witness all such investigationsinspections. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers the Company and the Sellers' Company Representatives harmless from and against any and all claims for damage to property or personal injury to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to on the assets and Operations of Sellers the Company in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers the Company or any Sellers Company Representative.
(c) Sellers will cause From the Sellers' Representatives date hereof until the Closing, the Company shall fully and accurately disclose to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives all information that is
(i) reasonably requested by Purchaser or any of the Purchaser Representatives, (ii) known to the Company, and (iii) relevant in connection with Purchaser's examinationsany manner or degree to the value, evaluations and investigations described in this Section 6.3ownership, use, operation, development or transferability of the assets of the Company.
(d) Except as required by law or regulationThe Company agrees that it will not (and will cause the Company Representatives not to), and Purchaser agrees that it will not (and will cause the Purchaser Representatives not to) ), use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 5.2 to the contrary, Sellers : (i) the Company shall not be obligated under the terms of this Section 6.3 5.2 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' the Company’s possession or control but subject to a valid and binding confidentiality agreement with a third party Third Party that prohibits such disclosure without first obtaining the consent of such third partyThird Party, andand the Company, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
; and (fii) Notwithstanding anything Purchaser shall not be obligated under the terms of this Section 5.2 to disclose to the contrary in this Section 6.3 Company or elsewhere in this Agreementthe Company Representatives, or grant the Confidentiality Agreement shall remain in full force Company or the Company Representatives access to, information that is within Purchaser’s possession or control but subject to a valid and effect binding confidentiality agreement with a Third Party that prohibits such disclosure without first obtaining the consent of such Third Party, and shall apply Purchaser, to the Parties hereto as fully as if each were a signing party thereto following extent reasonably requested by Seller or the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant Company will use its reasonable efforts to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreementobtain any such consent.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing Date, Sellers Fintube will afford to Purchaser and the Purchaser Representatives, at Purchaser's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants and facilities of Sellers the Sellers, and shall, upon request, furnish promptly to Purchaser, at Purchaser's expense, a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data (excluding personnel files) concerning Sellers the Assets, the Business, or any of the Assets Subsidiaries that is within the possession or control of any of the Sellers.
(b) Purchaser and the Purchaser Representatives shall have the right to make a an environmental and physical assessment of the Assets and Operations assets of the Sellers and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located thereon and conduct such examinations tests, examinations, investigations and studies as Purchaser deems and Fintube deem necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials. Sellers Fintube shall be provided not less than 48 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' the Representatives shall have the right to witness all such tests and investigations. Notice to Fintube shall contain a written description of the test, examination, assessment or study contemplated by Purchaser. Fintube shall use reasonable efforts to assist Purchaser in obtaining permission to conduct such an assessment with respect to any property or facility which is leased by Sellers. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential prior to the Closing Date, and prior to the Closing Date will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation regulation, and then only after written notice to Sellers Fintube of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers Fintube and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to the assets and Operations of Sellers Assets in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, gross negligence or willful misconduct of Sellers Fintube or any Sellers Sellers' Representative.
(c) Sellers Fintube will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.35.2.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives not to) use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions transaction contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lone Star Technologies Inc)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers the Company will afford to Purchaser and the Purchaser Purchaser's Representatives, at Purchaser's ’s sole risk and expense, during normal business hours and on access at reasonable prior notice, reasonable access times to any of the assets, books and records, contracts, employeesfacilities, representatives, agents, consultants audit work papers and facilities payroll records of Sellers the Company and its Subsidiaries and shall, upon request, furnish promptly to Purchaser or Purchaser, 's Representatives (at Purchaser's ’s expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning the Company or its Subsidiaries (excluding personnel filesor their assets) concerning Sellers or the Assets that is within the possession or control of Sellersthe Company or any of its Subsidiaries. During such period, the Company will make available to a reasonable number of Purchaser's Representatives adequate office space and facilities at the office facilities of the Company. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser in accordance with the Confidentiality Agreement.
(b) Prior to the Closing, Purchaser and the Purchaser Purchaser's Representatives shall have the right to make a physical assessment or perform at any reasonable times, at Purchaser’s own risk, cost and expense, inspections of the Assets Company’s Oil and Operations Gas Interests, including the well sites, equipment and facilities included therein; provided, however, that Purchaser must make previous arrangements with the Company for each such inspection; and provided, further, that each such inspection shall be limited to a visual inspection of Sellers andthe Company’s Oil and Gas Interests, it being understood that no soil or water tests, other samplings, borings or other invasive inspections thereof may be conducted without the Company’s prior consent. Purchaser acknowledges that the permission of the operator (if other than the Company or a Subsidiary) or another third party may be required before Purchaser and Purchaser's Representatives will be able to inspect portions of the Company’s Oil and Gas Interests and that such permission must be obtained prior to the inspection of such portions. PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER, THE COMPANY, THE COMPANY'S SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS FROM ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, INJURIES TO PURCHASER'S REPRESENTATIVES OR TO PURCHASER’S OR PURCHASER'S REPRESENTATIVES’ PROPERTY, AND/OR INJURY TO THE COMPANY’S OR ITS SUBSIDIARY’S PROPERTY, EMPLOYEES, AGENTS OR CONTRACTORS WHICH MAY ARISE OUT OF PURCHASER’S INSPECTIONS REGARDLESS OF THE COMPANY’S OR ITS SUBSIDIARY’S NEGLIGENCE OR FAULT (INCLUDING STRICT LIABILITY). The foregoing indemnity shall continue in connection therewithfull force and effect notwithstanding any termination of this Agreement. Purchaser agrees to provide to the Company, shall have upon request, a copy of any environmental assessments of the right to enter premises of Sellers Company’s Oil and inspect its assets and all buildings and improvements in Gas Interests conducted by or on which the Sellers' Operations and the Assets are located and conduct such examinations and studies as Purchaser deems necessarybehalf of Purchaser, desirable or appropriate for the preparation of reports relating to Sellers. Sellers shall be provided not less than 48 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable mannerincluding any reports, data, and Sellers conclusions, and Sellers' Representatives shall have to maintain the right confidentiality of the information set forth therein until the Closing except to witness all such investigationsthe extent disclosure is required under applicable law. Purchaser shall agrees to comply with the rules, regulations and instructions issued by the Company, a Subsidiary and operators regarding the actions of Purchaser and Purchaser's Representatives while entering, upon or leaving the Company’s Oil and Gas Interests. Table of Contents
(and shall cause the Purchaser Representatives toc) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and Each Party agrees that it will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from the activities of Purchaser and the Purchaser Representatives with respect to the assets and Operations of Sellers in connection with conducting such physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers or any Sellers Representative.
(c) Sellers will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives its officers not to) use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(ed) Notwithstanding anything in this Section 6.3 5.2(d) to the contrary, Sellers : (i) the Company shall not be obligated under the terms of this Section 6.3 5.2(d) to disclose to Purchaser or the Purchaser Purchaser's Representatives, or grant Purchaser or the Purchaser Purchaser's Representatives access to, information that is within Sellers' the possession or control of the Company or any of its Subsidiaries but subject to a valid and binding confidentiality agreement with a Third Party that prohibits such disclosure without first obtaining the consent of such Third Party, and the Company, to the extent reasonably requested by Purchaser, will use reasonable efforts to obtain any such consent; and (ii) Purchaser shall not be obligated under the terms of this Section 5.2(d) to disclose to the Company or the Company Representatives, or grant the Company or the Company Representatives access to, information that is within Purchaser’s possession or control but subject to a valid and binding confidentiality agreement with a third party Third Party that prohibits such disclosure without first obtaining the consent of such third partyThird Party, andand Purchaser, to the extent reasonably requested by PurchaserSeller or the Company, Sellers will use its reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution . Table of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.Contents
Appears in 1 contract
Samples: Stock Purchase Agreement (Eagle Rock Energy Partners L P)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateEffective Time, Sellers will Parent shall: (i) afford to Purchaser Prize and the Purchaser Prize Representatives, at PurchaserPrize's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants agents and facilities of Sellers the Parent Companies; and shall, (ii) upon request, furnish promptly to Purchaser, Prize (at PurchaserPrize's expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning any of the Parent Companies (excluding personnel filesor any of their respective assets) concerning Sellers or the Assets that is within the possession or control of Sellersany of the Parent Companies.
(b) Purchaser From the date hereof until the Effective Time, Prize shall: (i) afford to Parent and the Purchaser Parent Representatives, at Parent's sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents and facilities of the Prize Companies; and (ii) upon request, furnish promptly to Parent (at Parent's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Prize Companies (or any of their respective assets) that is within the possession or control of any of the Prize Companies.
(c) Prize and the Prize Representatives shall shall, at Prize's sole risk and expense, have the right to make a an environmental and physical assessment of the Assets and Operations assets of Sellers the Parent Companies and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations thereon, conduct soil and the Assets are located water tests and borings and generally conduct such examinations tests, examinations, investigations and studies as Purchaser Prize deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. Sellers Parent shall be provided not less than 48 24 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' Parent Representatives shall have the right to witness all such tests and investigations. Purchaser Prize shall (and shall cause the Purchaser Prize Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Prize Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers Parent of the determination of the need for disclosure. Purchaser Prize shall indemnify, defend and hold Sellers the Parent Companies and the Sellers' Parent Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser Prize and the Purchaser Prize Representatives with respect to on the assets and Operations of Sellers the Parent Companies in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers any of the Parent Companies or any Sellers Parent Representative.
(cd) Sellers Parent and the Parent Representatives shall, at Parent's sole risk and expense, have the right to make an environmental and physical assessment of the assets of the Prize Companies and, in connection therewith, shall have the right to enter and inspect such assets and all buildings and improvements thereon, conduct soil and water tests and borings and generally conduct such tests, examinations, investigations and studies as Parent deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to such assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. Prize shall be provided not less than 24 hours prior notice of such activities, and Prize Representatives shall have the right to witness all such tests and investigations. Parent shall (and shall cause the Parent Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Sellers' Parent Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Prize of the determination of the need for disclosure. Parent shall indemnify, defend and hold the Prize Companies and the Prize Representatives harmless from and against any and all claims to the extent arising out of or as a result of the activities of Parent and the Parent Representatives on the assets of the Prize Companies in connection with conducting such environmental and physical assessment, except to the extent of and limited by the negligence or willful misconduct of any of the Prize Companies or any Prize Representative.
(e) From the date hereof until the Effective Time, Parent will fully and accurately disclose, and will cause each Parent Subsidiary to fully and accurately disclose, to Prize and the Prize Representatives all information that is (i) reasonably requested by Prize or any of the Prize Representatives, (ii) known to any of the Parent Companies, and (iii) relevant in any manner or degree to the value, ownership, use, operation, development or transferability of the assets of any of the Parent Companies.
(f) From the date hereof until the Effective Time, Prize will fully and accurately disclose, and will cause each Prize Subsidiary to fully and accurately disclose, to Parent and the Parent Representatives all information that is (i) reasonably requested by Parent or any of the Parent Representatives, (ii) known to any of the Prize Companies, and (iii) relevant in any manner or degree to the value, ownership, use, operation, development or transferability of the assets of any of the Prize Companies.
(g) From the date hereof until the Effective Time, each of Parent and Prize shall: (i) furnish to the other, promptly upon receipt or filing (as the case may be), a copy of each communication between such Party and the SEC after the date hereof relating to the Merger or the Registration Statement and each report, schedule, registration statement or other document filed by such Party with the SEC after the date hereof relating to the Merger or the Registration Statement; and (ii) promptly advise the other of the substance of any oral communications between such Party and the SEC relating to the Merger or the Registration Statement.
(h) Prize will (and will cause the Prize Subsidiaries and the Prize Representatives to) fully cooperate in all reasonable respects with Purchaser Parent and the Purchaser Parent Representatives in connection with PurchaserParent's examinations, evaluations and investigations described in this Section 6.35.3. Parent will (and will cause the Parent Subsidiaries and the Parent Representatives to) fully cooperate in all reasonable respects with Prize and the Prize Representatives in connection with Prize's examinations, evaluations and investigations described in this Section 5.3.
(di) Except as required by law or regulation, Purchaser Prize will not (and will cause the Purchaser Prize Subsidiaries and the Prize Representatives not to) ), and Parent will not (and will cause the Parent Subsidiaries and the Parent Representatives not to), use any information obtained pursuant to this Section 6.3 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(ej) Notwithstanding anything in this Section 6.3 5.3 to the contrary, Sellers : (i) Prize shall not be obligated under the terms of this Section 6.3 5.3 to disclose to Purchaser Parent or the Purchaser Parent Representatives, or grant Purchaser Parent or the Purchaser Parent Representatives access to, information that is within Sellers' the possession or control of any of the Prize Companies but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, andand Prize, to the extent reasonably requested by PurchaserParent, Sellers will use its reasonable efforts to obtain any such consent; and (ii) Parent shall not be obligated under the terms of this Section 5.3 to disclose to Prize or the Prize Representatives, or grant Prize or the Prize Representatives access to, information that is within the possession or control of any of the Parent Companies but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and Parent, to the extent reasonably requested by Prize, will use its reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From Subject to the Agreed Procedures, from the date hereof until the Closing Date, Sellers Seller and Seller Representative will afford to Purchaser and the Purchaser RepresentativesAgents, at Purchaser's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants and facilities of Sellers the Acquired Companies and shall, upon request, furnish promptly to Purchaser, at Purchaser's expense, a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data (excluding personnel files) concerning Sellers or the Assets any Acquired Company that is within the possession or control of SellersSeller or any Acquired Company. During such period, Seller will make available to a reasonable number of Purchaser Agents adequate office space and facilities at the principal office facility of the Company.
(b) At Purchaser's expense, Purchaser and the Purchaser Representatives Agents shall have the right to make a an environmental and physical assessment of the Assets and Operations assets of Sellers the Acquired Companies and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located thereon and conduct such examinations tests, examinations, investigations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials. Sellers Seller Representative shall be provided not less than 48 hours hours' prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' Representatives the Seller Agents shall have the right to witness all such tests and investigations. Seller and Seller Representative shall use reasonable efforts to assist Purchaser in obtaining permission to conduct such an assessment with respect to any property or facility which was formerly owned, leased or operated by any Acquired Company. Purchaser shall (and shall cause the Purchaser Representatives Agents to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives Agents not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers Seller Representative of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers Seller, Seller Representative and the Sellers' Representatives Seller Agents harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives Agents with respect to the assets and Operations of Sellers the Acquired Companies in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers any Seller, Seller Representative or any Sellers RepresentativeSeller Agent.
(c) Sellers Seller and Seller Representative will cause the Sellers' Representatives Seller Agents to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives Agents in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.36.7.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives Agents not to) use any information obtained pursuant to this Section 6.3 6.7 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Matrix Service Co)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateEffective Time, Sellers will Tide West shall afford to Purchaser Parent and the Purchaser Parent Representatives, at PurchaserParent's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants agents and facilities of Sellers the Tide West Companies and shall, upon request, furnish promptly to Purchaser, Parent (at PurchaserParent's expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning any of the Tide West Companies (excluding personnel filesor any of their respective assets) concerning Sellers or the Assets that is within the possession or control of SellersTide West. During such period, Tide West will make available to a reasonable number of Parent Representatives adequate office space and facilities at the principal office facility of Tide West in Tulsa, Oklahoma, and will permit a reasonable number of Parent Representatives to observe, but not participate in, staff meetings at those facilities and other facilities of any of the Tide West Companies.
(b) Purchaser Parent and the Purchaser Parent Representatives shall have the right to make a an environmental and physical assessment of the Assets and Operations assets of Sellers the Tide West Companies and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations thereon, conduct soil and the Assets are located water tests and borings and generally conduct such examinations tests, examinations, investigations and studies as Purchaser Parent deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials. Sellers Tide West shall be provided not less than 48 24 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' Tide West Representatives shall have the right to witness all such tests and investigations. Purchaser Parent shall (and shall cause the Purchaser Parent Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Parent Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers Tide West of the determination of the need for disclosure. Purchaser Parent shall indemnify, defend and hold Sellers the Tide West Companies and the Sellers' Tide West Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser Parent and the Purchaser Parent Representatives with respect to on the assets and Operations of Sellers the Tide West Companies in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers any of the Tide West Companies or any Sellers Tide West Representative.
(c) Sellers From the date hereof until the Effective Time, Parent shall afford to Tide West and the Tide West Representatives, at Tide West's sole risk and expense, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents and facilities of Parent and the Parent Material Subsidiaries and shall, upon request, furnish promptly to Tide West (at Tide West's expense) a copy of any file, book, record, contract, permit, correspondence, or other written information, document or data concerning Parent or any of the Parent Material Subsidiaries (or any of their respective assets) that is within the possession or control of Parent.
(d) From the date hereof until the Effective Time, Tide West will fully and accurately disclose, and will cause each of TWTT and Draco to fully and accurately disclose, to Parent and the Sellers' Parent Representatives all information that is (i) reasonably requested by Parent or any of the Parent Representatives, (ii) known to any of the Tide West Companies, and (iii) relevant in any manner or degree to the value, ownership, use, operation, development or transferability of the assets of any of the Tide West Companies.
(e) From the date hereof until the Effective Time, Parent will fully and accurately disclose, and will cause each of the Parent Material Subsidiaries to fully and accurately disclose, to Tide West and the Tide West Representatives all information that is (i) reasonably requested by Tide West or any of the Tide West Representatives, (ii) known to Parent or any Parent Material Subsidiary, and (iii) relevant in any manner or degree to the value, ownership, use, operation, development or transferability of the assets of Parent or any Parent Material Subsidiary.
(f) From the date hereof until the Effective Time, each of Parent and Tide West shall (i) furnish to the other, promptly upon receipt or filing (as the case may be), a copy of each communication between such party and the SEC after the date hereof relating to the Merger or the Registration Statement and each report, schedule, registration statement or other document filed by such party with the SEC after the date hereof relating to the Merger, and (ii) promptly advise the other of the substance of any oral communications between such party and the SEC relating to the Merger or the Registration Statement.
(g) Tide West will (and will cause TWTT, Draco and the Tide West Representatives to) fully cooperate in all reasonable respects with Purchaser Parent and the Purchaser Parent Representatives in connection with PurchaserParent's examinations, evaluations and investigations described in this Section 6.35.3, and Parent will (and will cause the Parent Representatives to) fully cooperate in all reasonable respects with Tide West and the Tide West Representatives in connection with Tide West's examinations, evaluations and investigations described in this Section 5.3.
(dh) Except as required by law or regulation, Purchaser Tide West agrees that it will not (and will cause the Purchaser Tide West Representatives not to) ), and Parent agrees that it will not (and will cause the Parent Representatives not to), use any information obtained pursuant to this Section 6.3 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(ei) Notwithstanding anything in this Section 6.3 5.3 to the contrary, Sellers (i) Tide West shall not be obligated under the terms of this Section 6.3 5.3 to disclose to Purchaser Parent or the Purchaser Parent Representatives, or grant Purchaser Parent or the Purchaser Parent Representatives access to, information that is within Sellers' Tide West's possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, andand Tide West, to the extent reasonably requested by PurchaserParent, Sellers will use reasonable its best efforts to obtain any such consent; and (ii) Parent shall not be obligated under the terms of this Section 5.3 to disclose to Tide West or the Tide West Representatives, or grant Tide West or the Tide West Representatives access to, information that is within Parent's possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and Parent, to the extent reasonably requested by Tide Xxxx, xxxx use its best efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Samples: Merger Agreement (Tide West Oil Co)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers will the Company shall afford to Purchaser Buyer and its Representatives full and complete access, to the Purchaser Representativesextent permitted by applicable privacy Laws, at Purchaser's sole risk and expense, including during normal extended business hours but in such manner as will not materially interfere with the conduct of business of the Company (except as contemplated by this Agreement), to all of the Assets, properties, books and on reasonable prior noticerecords (including for the avoidance of doubt, reasonable the member minutes), Contracts, Facilities, audit and Tax work papers, information systems and computer networks, and payroll records of the Company (including access to the Oil and Gas Properties to conduct an environmental and regulatory assessment (the “Environmental Diligence Review”), if requested by Buyer, pursuant to Section 6.01 below), to any of the assetsofficers, books members, personnel and recordsprofessional advisors of the Company and to any of the material suppliers, contractsoperators, employees, representatives, agents, consultants partners and facilities customers of Sellers the Company and shall, upon reasonable request, furnish promptly to Purchaser, at Purchaser's expense, Buyer a copy of any file, book, record, reportContract, contract, permitPermit, correspondence, or other written information, document or data concerning the Company (excluding personnel filesor any of their respective assets) concerning Sellers or the Assets that is within the possession or control of Sellers.
(b) Purchaser and the Purchaser Representatives shall have the right to make a physical assessment of the Assets and Operations of Sellers andCompany; provided, in connection therewithhowever, Buyer shall have the right repair any damages to enter premises of Sellers and inspect its assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to Sellers. Sellers shall be provided not less than 48 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manner, and Sellers and Sellers' Representatives shall have the right to witness all such investigations. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from the activities of Purchaser such inspections and the Purchaser Representatives with respect to the assets and Operations of Sellers in connection with conducting such physical assessmentBUYER SHALL INDEMNIFY, except to the extent of and limited by the faultDEFEND AND HOLD HARMLESS SELLER AND ITS PARTNERS, negligence or willful misconduct of Sellers or any Sellers RepresentativeSUBSIDIARIES AND AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES OR CAUSES OF ACTION ARISING FROM THE INSPECTION OF THE ASSETS BY BUYER OR ITS CONTRACTORS, AGENTS, CONSULTANTS OR REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PROPERTY DAMAGES, PERSONAL INJURIES OR DEATH, UNLESS SUCH LOSSES OR CAUSES OF ACTION ARE CAUSED BY THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(c) Sellers will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives not to) use any information obtained pursuant to this Section 6.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (EV Energy Partners, LP)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers the Company will afford to Purchaser Parent and the Purchaser RepresentativesParent Representatives and prospective lenders and their representatives, at PurchaserParent's sole risk and expense, during normal business hours full and on reasonable prior notice, reasonable free access to any of the assetsAssets, books and records, contracts, employeesfacilities, representativesaudit work papers and payroll records of the Company and any of the officers of the Company and furnish the Company copies thereof. Notwithstanding the foregoing, agents, consultants and facilities no investigation pursuant to this Section 5.2(a) will affect or be deemed to modify any of Sellers and shall, upon request, furnish promptly to Purchaser, at Purchaser's expense, a copy of any file, book, record, report, contract, permit, correspondence, the representations or other written information, document or data (excluding personnel files) concerning Sellers or warranties made by the Assets that is within the possession or control of SellersCompany in this Agreement.
(b) Purchaser Parent and the Purchaser Parent Representatives shall have the right and opportunity to make a an environmental and physical assessment of the Assets and Operations of Sellers the Company and, in connection therewith, shall have the right to enter premises of Sellers and inspect its assets such Assets and all buildings and improvements in thereon. Parent may not, without the prior written consent of the Company, conduct any soil or on which the Sellers' Operations and water tests or borings or other invasive tests or examinations with respect to the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for of the preparation of reports relating to SellersCompany. Sellers The Company shall be provided not less than 48 hours prior notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' the Company Representatives shall have the right to witness all such investigationsinspections. Purchaser Parent shall (and shall cause the Purchaser Parent Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Parent Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser Parent shall indemnify, defend and hold Sellers the Company and the Sellers' Company Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser Parent and the Purchaser Parent Representatives with respect to on the assets and Operations Assets of Sellers the Company in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers the Company or any Sellers Company Representative.
(c) Sellers will cause From the Sellers' date hereof until the Closing, the Company shall fully and accurately disclose to Parent and Parent Representatives all information that is (i) reasonably requested by Parent or any of the Parent Representatives and (ii) to cooperate in all reasonable respects with Purchaser and which the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3Company has Knowledge.
(d) Except as required by law or regulation, Purchaser The Company will not (and will cause the Purchaser Company Representatives not to) ), and Parent will not (and will cause the Parent Representatives not to), use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateEffective Time, Sellers will the Company shall: (i) afford to Purchaser Parent and the Purchaser Parent Representatives, at PurchaserParent's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employees, representatives, agents, consultants agents and facilities of Sellers the Company; (ii) provide to Parent all information which pertains to matters requiring Parent's approval under Section 5.1 and shall, cooperate with Parent to institute procedures and practices to facilitate the joint approval by Parent and the Company of such matters; (iii) upon request, furnish promptly to Purchaser, Parent (at PurchaserParent's expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning the Company (excluding personnel filesor any of its assets) concerning Sellers or the Assets that is within the possession or control of Sellersthe Company; and (iv) consent to its independent auditors to make available their work papers to Parent and the Parent Representatives as permitted by the applicable AICPA Professional Standards.
(b) Purchaser Parent and the Purchaser Parent Representatives shall shall, at Parent's sole risk and expense, have the right to make a an environmental and physical assessment of the Assets and Operations assets of Sellers the Company and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations thereon, conduct soil and the Assets are located water tests and borings and generally conduct such examinations tests, examinations, investigations and studies as Purchaser Parent deems necessary, desirable or appropriate for the preparation of engineering or other reports relating to Sellerssuch assets, their condition and the presence of Hazardous Materials and compliance with Environmental Laws. Sellers The Company shall be provided not less than 48 hours 24 hours' prior notice of such activities and all such activities shall be conducted in a commercially reasonable manneractivities, and Sellers and Sellers' the Company Representatives shall have the right to witness all such tests and investigations. Purchaser Parent shall (and shall cause the Purchaser Parent Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Parent Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser Parent shall indemnify, defend and hold Sellers the Company and the Sellers' Company Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser Parent and the Purchaser Parent Representatives with respect to on the assets and Operations of Sellers the Company in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers the Company or any Sellers Company Representative.
(c) Sellers From the date hereof until the Effective Time, the Company will fully and accurately disclose to Parent and the Parent Representatives all information that is (i) reasonably requested by Parent or any of the Parent Representatives, (ii) known to the Company, and (iii) relevant in any manner or degree to the value, ownership, use, operation, development or transferability of the assets of the Company or financing of the Merger by Parent.
(d) From the date hereof until the Effective Time, the Company shall: (i) furnish to Parent, promptly upon receipt or filing (as the case may be), a copy of each communication between the Company and the SEC after the date hereof relating to the Merger or the Proxy Statement and each report, schedule, proxy statement or other document filed by the Company with the SEC after the date hereof relating to the Merger or the Proxy Statement; and (ii) promptly advise Parent of the substance of any oral communications with the SEC relating to the Merger or the Proxy Statement.
(e) The Company will (and will cause the Sellers' Company Representatives to to) fully cooperate in all reasonable respects with Purchaser Parent and the Purchaser Parent Representatives in connection with PurchaserParent's examinations, evaluations and investigations described in this Section 6.35.2.
(df) Except as required by law or regulation, Purchaser Parent will not (and will cause Merger Sub and the Purchaser Parent Representatives not to) use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(eg) Notwithstanding anything in this Section 6.3 5.2 to the contrary, Sellers the Company shall not be obligated under the terms of this Section 6.3 5.2 to disclose to Purchaser Parent or the Purchaser Parent Representatives, or grant Purchaser Parent or the Purchaser Parent Representatives access to, information that is within Sellers' the possession or control of the Company but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, andand the Company, to the extent reasonably requested by PurchaserParent, Sellers will use its reasonable best efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers will afford to Purchaser and the Purchaser RepresentativesPurchaser, at Purchaser's ’s sole risk and expense, during normal business hours and on access at reasonable prior notice, reasonable access times to any of the assets, books and records, contracts, employeesfacilities, representatives, agents, consultants audit work papers and facilities payroll records of Sellers the Midwest Group and shall, upon request, furnish promptly to Purchaser, Purchaser (at Purchaser's ’s expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning the Midwest Group (excluding personnel filesor its assets) concerning Sellers or the Assets that is within the possession or control of SellersAMEC, AMEC Americas or the Midwest Group. During such period, Sellers will make available to Purchaser office space and facilities at the office facilities of the Midwest Group. Notwithstanding the foregoing, no investigation pursuant to this Section 5.2(a) will affect or be deemed to modify any of the representations or warranties made by Sellers in this Agreement. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser and treated the same as Purchaser would treat its own confidential information.
(b) Purchaser and the Purchaser Representatives shall have the right and opportunity to make a physical assessment of the Assets and Operations assets of Sellers the Midwest Group and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to Sellersthereon. Sellers shall be provided not less than 48 hours prior notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' Representatives shall have the right to witness all such investigations. inspections; provided, however, that Purchaser shall (and shall cause the Purchaser Representatives to) to conduct themselves at all times while on premises of the Midwest Group in a manner likely to cause the least possible disruption to the business activities of the Midwest Group. Purchaser shall keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person Share Purchase Agreement (Final) unless otherwise required by law or regulation and then only after written notice to Sellers of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to on the assets and Operations of Sellers the Midwest Group in connection with conducting such physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers AMEC, AMEC Americas or the Midwest Group or any Sellers Representativerepresentative of AMEC, AMEC Americas or the Midwest Group.
(c) From the date hereof until the Closing, Sellers will shall cause the Sellers' Representatives Midwest Group to cooperate in all reasonable respects with fully and accurately disclose to Purchaser and the Purchaser Representatives all information that is (i) reasonably requested by Purchaser or any of the Purchaser Representatives, (ii) known to Midwest or any of the Subsidiaries, and (iii) relevant in connection with Purchaser's examinationsany manner or degree to the value, evaluations and investigations described in this Section 6.3ownership, use, operation, development or transferability of the assets of the Midwest Group.
(d) Except as required by law or regulationEach of AMEC and AMEC Americas agrees that it will not (and will cause its directors and officers not to), and Purchaser agrees that it will not (and will cause the officers of Purchaser Representatives not to) ), use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers will the Company shall afford to Purchaser Buyer and its Representatives full and complete access, to the Purchaser Representativesextent permitted by applicable privacy Laws, at Purchaser's sole risk and expense, including during normal extended business hours but in such manner as will not materially interfere with the conduct of business of the Company (except as contemplated by this Agreement), to all of the Assets, properties, books and on reasonable prior noticerecords (including, reasonable for the avoidance of doubt, the board, manager, member and stockholder minutes), Contracts, Facilities, audit and Tax work papers, information systems and computer networks, and payroll records of the Company (including access to the Oil and Gas Properties to conduct an environmental and regulatory assessment (the “Environmental Diligence Review”), if requested by Buyer, pursuant to Section 6.01 below), to any of the assetsdirectors, books officers, personnel and recordsprofessional advisors (including the Company’s independent public accountants) of the Company and to any of the material suppliers, contractsoperators, employees, representatives, agents, consultants partners and facilities customers of Sellers the Company and shall, upon reasonable request, furnish promptly to Purchaser, at Purchaser's expense, Buyer a copy of any file, book, record, reportContract, contract, permitPermit, correspondence, or other written information, document or data concerning the Company (excluding personnel filesor any of their respective assets) concerning Sellers or the Assets that is within the possession or control of Sellers.
(b) Purchaser and the Purchaser Representatives shall have the right to make a physical assessment of the Assets and Operations of Sellers andCompany; provided, in connection therewithhowever, Buyer shall have the right repair any damages to enter premises of Sellers and inspect its assets and all buildings and improvements in or on which the Sellers' Operations and the Assets are located resulting from such inspections and conduct such examinations and studies as Purchaser deems necessaryBUYER SHALL INDEMNIFY, desirable or appropriate for the preparation of reports relating DEFEND AND HOLD HARMLESS SELLER AND ITS PARTNERS, SUBSIDIARIES AND AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES OR CAUSES OF ACTION ARISING FROM THE INSPECTION OF THE ASSETS BY BUYER OR ITS CONTRACTORS, AGENTS, CONSULTANTS OR REPRESENTATIVES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR PROPERTY DAMAGES, PERSONAL INJURIES OR DEATH, UNLESS SUCH LOSSES OR CAUSES OF ACTION ARE CAUSED BY THE COMPANY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Company shall use its reasonable best efforts to Sellers. Sellers shall be provided not less than 48 hours prior notice of such activities and all such activities shall be conducted in a commercially reasonable manner, and Sellers and Sellers' Representatives shall have the right to witness all such investigations. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such dataCompany’s independent accountants, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers and the Sellers' Representatives harmless from and against any and all claims to the extent directly resulting from the activities of Purchaser and the Purchaser Representatives cooperate with respect to the assets and Operations of Sellers Buyer in connection with conducting such physical assessmentBuyer’s evaluation of the business, except operations and financial condition of the Company. In that connection, the Company shall promptly provide to the extent of Company’s independent accountants such waivers, releases or other documentation as may be reasonably necessary to effectuate the purposes and limited by the fault, negligence or willful misconduct of Sellers or any Sellers Representative.
(c) Sellers will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives not to) use any information obtained pursuant to this Section 6.3 for any purpose unrelated to the consummation intents of the transactions contemplated by this Agreementpreceding sentence.
(e) Notwithstanding anything in this Section 6.3 to the contrary, Sellers shall not be obligated under the terms of this Section 6.3 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' possession or control but subject to a valid and binding confidentiality agreement with a third party without first obtaining the consent of such third party, and, to the extent reasonably requested by Purchaser, Sellers will use reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers the Company will afford to Purchaser and the Purchaser Representatives, at Purchaser's sole risk and expense, during normal business hours and on reasonable prior notice, reasonable access to any of the assets, books and records, contracts, employeesfacilities, representativesaudit work papers and payroll records of the Company and the Subsidiary requested by Purchaser or the Purchaser Representatives. In connection with the foregoing, agentsShareholder, consultants the Company, and facilities the Subsidiary agree to make available, promptly after the execution of Sellers this Agreement, the relevant employees of the Company and shallthe Subsidiary, upon requesteither in person or telephonically, furnish promptly as Purchaser or the Purchaser Representatives may reasonably request in writing, to answer questions and otherwise facilitate the Purchaser's and the Purchaser Representatives' drafting of disclosure related to the Company, the Subsidiary, their respective properties and operations and the Financial Statements to be included in offering materials and related documents required by Purchaser and the Purchaser Representatives in connection with raising capital to finance the consummation of the transactions contemplated hereby. In addition, Shareholder, the Company, and the Subsidiary agree, at Purchaser's sole risk and expense, a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data (excluding personnel files) concerning Sellers to authorize the Company's and the Subsidiary's independent auditors and reserve engineers to be available to answer questions and provide relevant documents reasonably requested in writing by Purchaser or the Assets that Purchaser Representatives relating to the Company, the Subsidiary, their respective properties and operations and the Financial Statements. Purchaser shall separately engage the independent auditors and reserve engineers in connection with the foregoing and shall be solely responsible for all fees and expenses of the independent auditors and reserve engineers incurred in connection therewith. Notwithstanding the foregoing, no investigation pursuant to this Section 5.2(a) will affect or be deemed to modify any of the representations or warranties made by Shareholder or the Company in this Agreement. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser in accordance with the Confidentiality Agreement; provided, however, that, subject to compliance with any third party confidentiality agreements to which the Company or the Subsidiary is within a party, nothing contained in the possession Confidentiality Agreement shall be deemed to prevent Purchaser or control Purchaser's representatives from preparing and distributing all offering materials and related documents required by Purchaser and Purchaser's Representatives in connection with raising capital to finance the consummation of Sellersthe transaction contemplated herein.
(b) From the date hereof until the Closing, Purchaser and the Purchaser Representatives shall have the right and opportunity to make a an environmental and physical assessment of the Assets and Operations of Sellers and, in connection therewith, shall have the right to enter premises of Sellers and inspect its assets the Assets and all wells, well sites, facilities, buildings and improvements in txxxxxn; provided, however, that Purchaser may not, without the prior written consent of the Company, conduct any soil or on which water tests or borings or other invasive tests or examinations with respect to the Sellers' Operations and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to SellersAssets. Sellers The Company shall be provided not less than 48 at least forty-eight (48) hours prior written notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' the Company Representatives shall have the right to witness all such investigationsinspections. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation Law and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers the Company, the Company Representatives, the Subsidiary and the Sellers' Representatives Shareholder harmless from and against any and all claims Claims and Damages to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to on the assets and Operations of Sellers Assets in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, gross negligence or willful misconduct of Sellers the Company, the Subsidiary, or any Sellers Company Representative. The foregoing indemnity shall survive and continue in full force and effect notwithstanding any termination of this Agreement. Purchaser agrees to provide to the Company, upon request, a copy of any environmental assessments of the Assets conducted by or on behalf of Purchaser, including any reports, data, and conclusions, and to maintain the confidentiality of the information set forth therein until the Closing except to the extent disclosure is required under applicable Law. Purchaser agrees to comply with the rules, regulations and instructions issued by the Company Representatives and operators regarding the actions of Purchaser and the Purchaser Representatives while upon, entering or leaving the Assets.
(c) Sellers will cause the Sellers' Representatives to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives in connection with Purchaser's examinations, evaluations and investigations described in this Section 6.3.
(d) Except as required by law or regulation, Purchaser will not (and will cause the Purchaser Representatives not to) ), use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this AgreementAgreement or the procurement of financing with respect thereto.
(ed) Schedule 5.2 sets forth all of the confidentiality agreements to which the Company is a party. Notwithstanding anything in this Section 6.3 5.2 to the contrary: (i) neither the Shareholder, Sellers the Company, nor the Subsidiary shall not be obligated under the terms of this Section 6.3 5.2 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' the possession or control of Shareholder, the Company, or the Subsidiary but subject to a valid and binding confidentiality agreement with a Third Party that prohibits such disclosure without first obtaining the consent of such Third Party, and Shareholder or the Company, as applicable, to the extent reasonably requested by Purchaser, will use commercially reasonable efforts to obtain any such consent; and (ii) Purchaser shall not be obligated under the terms of this Section 5.2 to disclose to the Company or the Company Representatives, or grant Shareholder, the Company, the Subsidiary, or the Company Representatives access to, information that is within Purchaser's possession or control but subject to a valid and binding confidentiality agreement with a third party Third Party that prohibits such disclosure without first obtaining the consent of such third partyThird Party, andand Purchaser, to the extent reasonably requested by PurchaserShareholder or the Company, Sellers will use commercially reasonable efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Dune Energy Inc)
Access to Assets, Personnel and Information. (a) From the date hereof until the Closing DateClosing, Sellers Company and Subsidiary will afford to Purchaser and the Purchaser Representatives, at Purchaser's ’s sole risk and expense, during normal business hours and on access at reasonable prior notice, reasonable access times to any of the assets, books and records, contracts, employeesfacilities, representatives, agents, consultants audit work papers and facilities payroll records of Sellers Company and Subsidiary and shall, upon request, furnish promptly to Purchaser, Purchaser (at Purchaser's ’s expense, ) a copy of any file, book, record, report, contract, permit, correspondence, or other written information, document or data concerning Company or Subsidiary (excluding personnel filesor their assets) concerning Sellers or the Assets that is within the possession or control of SellersCompany or Subsidiary. During such period, Company will make available to a reasonable number of Purchaser Representatives adequate office space and facilities at the office facilities of Company. Notwithstanding the foregoing, no investigation pursuant to this Section 5.2(a) will affect or be deemed to modify any of the representations or warranties made by Company or Subsidiary in this Agreement. The confidentiality of all such documents and information furnished to Purchaser shall be maintained by Purchaser and treated the same as Purchaser would treat its own confidential information.
(b) Purchaser and the Purchaser Representatives shall have the right and opportunity to make a an environmental and physical assessment of the Assets assets of the Company and Operations of Sellers Subsidiary and, in connection therewith, shall have the right to enter premises of Sellers and inspect its such assets and all buildings and improvements in thereon. Purchaser may not, without the prior written consent of the Company, conduct any soil or on which water tests or borings or other invasive tests or examinations with respect to the Sellers' Operations assets of the Company and the Assets are located and conduct such examinations and studies as Purchaser deems necessary, desirable or appropriate for the preparation of reports relating to SellersSubsidiary. Sellers The Company shall be provided not less than 48 hours prior notice of any such activities and all such activities shall be conducted in a commercially reasonable mannerinspection, and Sellers and Sellers' the Company Representatives shall have the right to witness all such investigationsinspections. Purchaser shall (and shall cause the Purchaser Representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information strictly confidential and will not (and will cause the Purchaser Representatives not to) disclose any of such data, information or results to any Person unless otherwise required by law or regulation and then only after written notice to Sellers the Company of the determination of the need for disclosure. Purchaser shall indemnify, defend and hold Sellers the Company and the Sellers' Company Representatives harmless from and against any and all claims to the extent directly resulting from arising out of or as a result of the activities of Purchaser and the Purchaser Representatives with respect to on the assets and Operations of Sellers the Company or Subsidiary in connection with conducting such environmental and physical assessment, except to the extent of and limited by the fault, negligence or willful misconduct of Sellers the Company, Subsidiary or any Sellers Representativeof the Company Representatives or Subsidiary Representatives.
(c) Sellers will cause From the Sellers' Representatives date hereof until the Closing, Company and Subsidiary shall fully and accurately disclose to cooperate in all reasonable respects with Purchaser and the Purchaser Representatives all information that is (i) reasonably requested by Purchaser or any of the Purchaser Representatives, (ii) known to Company, and (iii) relevant in connection with Purchaser's examinationsany manner or degree to the value, evaluations and investigations described in this Section 6.3ownership, use, operation, development or transferability of the assets of Company or Subsidiary.
(d) Except as required by law or regulationCompany agrees that it will not (and will cause its directors and officers not to), and Purchaser agrees that it will not (and will cause the officers of Purchaser Representatives not to) ), use any information obtained pursuant to this Section 6.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(e) Notwithstanding anything in this Section 6.3 5.2 to the contrary, Sellers (i) neither Company nor Subsidiary shall not be obligated under the terms of this Section 6.3 5.2 to disclose to Purchaser or the Purchaser Representatives, or grant Purchaser or the Purchaser Representatives access to, information that is within Sellers' Company’s or Subsidiary’s possession or control but subject to a valid and binding confidentiality agreement with a third party that prohibits such disclosure without first obtaining the consent of such third partyThird Party, andand Company and Subsidiary, to the extent reasonably requested by Purchaser, Sellers will use reasonable its best efforts to obtain any such consent; and (ii) Purchaser shall not be obligated under the terms of this Section 5.2 to disclose to Company or the Company Representatives, or grant Company or the Company Representatives access to, information that is within Purchaser’s possession or control but subject to a valid and binding confidentiality agreement with a Third Party that prohibits such disclosure without first obtaining the consent of such Third Party, and Purchaser, to the extent reasonably requested by Sellers, Subsidiary or Company, will use its best efforts to obtain any such consent.
(f) Notwithstanding anything to the contrary in this Section 6.3 or elsewhere in this Agreement, the Confidentiality Agreement shall remain in full force and effect and shall apply to the Parties hereto as fully as if each were a signing party thereto following the execution of this Agreement until the Closing, unless terminated as described therein and is hereby incorporated herein by reference and shall constitute a part of this Agreement for all purposes. Any and all information received by Purchaser pursuant to the terms and provisions of this Agreement shall be governed by the applicable terms and provisions of the Confidentiality Agreement.
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