Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements. (b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Acquired Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Acquired Companies (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees of their duties. Parent agrees to indemnify and hold the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Parent Companies, and any loss of destruction of any property owned by the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Companies or their Representatives during any visit to the business or property of the Acquired Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None of the Acquired Companies shall be required to provide access to or to disclose Company Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements. (c) From the date hereof until the Effective Time, each of Parent and the Company 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, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX system, in which case Parent or the Company (as the case may be) shall provide notice to the other of such availability; 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. (d) The Company will not (and will cause the Company Subsidiaries and the Company 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 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Companies or Parent Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement. (e) Notwithstanding anything in this Section 5.3 to the contrary: (i) the Company shall not be obligated under the terms of this Section 5.3 to disclose to Parent or the Parent Representatives, or grant Parent or the Parent Representatives access to, information that is within the possession or control of any of the Acquired Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and the Company, to the extent requested by Parent, 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 the Company or the Company Representatives, or grant the Company or the Company 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 requested by the Company, will use reasonable efforts to obtain any such consent. (f) No investigation by Parent or the Company or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Natco Group Inc), Merger Agreement (Cameron International Corp)
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours prior to the Effective Time to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, businesscontracts, employees, representatives, agents, agents and facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”)Companies; and (ii) upon request during normal business hourshours prior to the Effective Time, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, ) a copy of any Parent Information; providedfile, howeverbook, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date record, contract, permit, correspondence, or other written information, document or data concerning any of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from (or any and all Claims and liabilities, including costs and expenses for of their respective assets) that is within the loss, injury to possession or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction control of any of the Acquired Companies or their Representatives during Parent Companies. Neither Parent nor any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information information where such access or disclosure would constitute a violation violate or prejudice the rights of its customers, jeopardize any attorney/-client privilege, violate privilege or contravene any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangementsLaw.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours prior to the Effective Time to any and all of the facilities and assets of the Acquired Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ financial position, businesscontracts, employees, representatives, agents, agents and facilities and assets, whether written or computerized, that are within the possession or control of any of the Acquired Companies (the “Company Information”)Target Companies; and (ii) upon request during normal business hourshours prior to the Effective Time, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, ) a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees Target Companies (or any of their duties. Parent agrees to indemnify and hold respective assets) that is within the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to possession or death of any Representative of the Parent Companies, and any loss of destruction of any property owned by the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction control of any of the Parent Companies or their Representatives during Target Companies. Neither the Company nor any visit to the business or property of the Acquired Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None of the Acquired Target Companies shall be required to provide access to or to disclose Company Information information where such access or disclosure would constitute a violation violate or prejudice the rights of its customers, jeopardize any attorney/-client privilege, violate privilege or contravene any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangementsLaw.
(c) From the date hereof until the Effective Time, each of Parent and the Company 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, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX system, in which case Parent or the Company (as the case may be) shall provide notice to the other of such availability; 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.
(d) The Company will not (and will cause the Company Subsidiaries and the Company 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 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Companies or Parent Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(e) Notwithstanding anything in this Section 5.3 to the contrary: (i) the Company shall not be obligated under the terms of this Section 5.3 to disclose to Parent or the Parent Representatives, or grant Parent or the Parent Representatives access to, information that is within the possession or control of any of the Acquired Target Companies but subject to a valid and binding confidentiality agreement with a Third Party third party without first obtaining the consent of such Third Partythird party, and the Company, to the extent reasonably requested by Parent, 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 the Company or the Company Representatives, or grant the Company or the Company 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 third party without first obtaining the consent of such Third Partythird party, and Parent, to the extent reasonably requested by the Company, will use its reasonable efforts to obtain any such consent.
(f) No investigation by Parent or the Company or their respective Representatives representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Remington Oil & Gas Corp), Merger Agreement (Cal Dive International Inc)
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Parent Basic shall: (i) afford to the Company Grey Wolf and the Company Grey Wolf Representatives, at the CompanyGrey Wolf’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Basic Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized that are within the possession or control of any of the Basic Companies (the “Basic Information”); and (ii) upon request during normal business hours, furnish promptly to Grey Wolf (at Grey Wolf’s expense) a copy of any Basic Information. Grey Wolf agrees to conduct such investigation in a manner that does not interfere unreasonably with the Basic Companies’ operations and with the prompt and discharge by such Basic Companies’ employees of their duties. Grey Wolf agrees to indemnify and hold the Basic Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Grey Wolf Companies, and any loss or destruction of any property owned by the Basic Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Grey Wolf Companies or their Representatives during any visit to the business or property sites of the Basic Companies prior to the completion of the Mergers, whether pursuant to this Section 5.3 or otherwise. No Basic Company shall be required to provide access to or to disclose Basic Information where such access or disclosure would constitute a violation of attorney/client privilege or violate any Applicable Law. In such circumstances, the Parties will use commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Grey Wolf Companies or their Representatives shall conduct any environmental testing or sampling on any business or property sites of the Basic Companies prior to completion of the Mergers without the prior written consent of Basic.
(b) Upon reasonable notice and subject to Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Grey Wolf shall: (i) afford to Basic and the Basic Representatives, at Basic’s sole risk and expense, reasonable access during normal business hours to any and all of the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Grey Wolf Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Grey Wolf Companies (the “Parent Grey Wolf Information”); and (ii) upon request during normal business hours, furnish promptly to the Company Basic (at the CompanyBasic’s expense), or similarly provide reasonable access to, ) a copy of any Parent Grey Wolf Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company Basic agrees to review conduct such information investigation in a manner that does not interfere unreasonably with the Parent Grey Wolf Companies’ operations and with the prompt and discharge by such Parent the Grey Wolf Companies’ employees of their duties. The Company Basic agrees to indemnify and hold the Parent Grey Wolf Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Basic Companies, and any loss or destruction of any property owned by the Parent Grey Wolf Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Basic Companies or their Representatives during any visit to the business or property sites of the Parent Grey Wolf Companies prior to the completion of the MergerMergers, whether pursuant to this Section 5.3 or otherwise. No Parent Company None of the Grey Wolf Companies shall be required to provide access to or to disclose Parent Grey Wolf Information where such access or disclosure would constitute a violation of attorney/client privilege, privilege or violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidentialApplicable Law. In such circumstances, the Parties will use commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours to any and all . None of the facilities and assets of the Acquired Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Acquired Companies (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees of their duties. Parent agrees to indemnify and hold the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Parent Companies, and any loss of destruction of any property owned by the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Basic Companies or their Representatives during shall conduct any visit to the environmental testing or sampling on any business or property sites of the Acquired Grey Wolf Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None Mergers without the prior written consent of the Acquired Companies shall be required to provide access to or to disclose Company Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangementsGrey Wolf.
(c) From the date hereof until the Effective Time, each of Parent Basic and the Company Grey Wolf 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 Mergers 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 Mergers or the Registration Statement, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX EXXXX system, in which case Parent Basic or the Company Grey Wolf (as the case may be) shall provide notice to the other of such availability; and (ii) promptly advise the other of the substance of any oral communications between such Party and the SEC relating to the Merger Mergers or the Registration Statement.
(d) The Company Grey Wolf will not (and will cause Grey Wolf Subsidiaries and Grey Wolf Representatives not to), and Basic will not (and will cause the Company Basic Subsidiaries and the Company Representatives not to), and Parent will not (and will cause the Parent Subsidiaries and the Parent Basic Representatives not to), use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Grey Wolf Companies or Parent the Basic Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(e) Notwithstanding anything in this Section 5.3 to the contrary: (i) the Company Grey Wolf shall not be obligated under the terms of this Section 5.3 to disclose to Parent Basic or the Parent Basic Representatives, or grant Parent Basic or the Parent Basic Representatives access to, information that is within the possession or control of any of the Acquired Grey Wolf Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and the CompanyGrey Wolf, to the extent requested by ParentBasic, will use its reasonable commercial efforts to obtain any such consent; and (ii) Parent Basic shall not be obligated under the terms of this Section 5.3 to disclose to the Company Grey Wolf or the Company Grey Wolf Representatives, or grant the Company Grey Wolf or the Company Grey Wolf Representatives access to, information that is within the possession or control of any of the Parent Basic Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and ParentBasic, to the extent requested by the CompanyGrey Wolf, will use reasonable commercial efforts to obtain any such consent.
(f) No investigation by Parent Basic or the Company Grey Wolf or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Basic Energy Services Inc), Merger Agreement (Grey Wolf Inc)
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential, or involve the disclosure of Parent Information relating to Parent’s negotiation of the Merger or any transaction related to the Merger or relating to Parent’s negotiation of any Parent Acquisition Proposal. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Acquired Companies or their Representatives shall conduct any invasive environmental sampling on any business or property of the Parent Companies prior to completion of the Merger without the prior written consent of Parent.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Acquired Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Acquired Companies (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees of their duties. Parent agrees to indemnify and hold the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Parent Companies, and any loss of destruction of any property owned by the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Companies or their Representatives during any visit to the business or property of the Acquired Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None of the Acquired Companies shall be required to provide access to or to disclose Company Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential, or involve the disclosure of Company Information relating to Company’s negotiation of the Merger or any transaction related to the Merger or relating to Company’s negotiation of any Company Acquisition Proposal. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Parent Companies or their Representatives shall conduct any invasive environmental sampling on any business or property of the Acquired Companies prior to the completion of the Merger without prior written consent of the Company.
(c) From the date hereof until the Effective Time, each of Parent and the Company 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, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX system, in which case Parent or the Company (as the case may be) shall provide notice to the other of such availability; 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.
(d) The Company will not (and will cause the Company Subsidiaries and the Company 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 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Companies or Parent Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(e) Notwithstanding anything in this Section 5.3 to the contrary: (i) the Company shall not be obligated under the terms of this Section 5.3 to disclose to Parent or the Parent Representatives, or grant Parent or the Parent Representatives access to, information that is within the possession or control of any of the Acquired Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and the Company, to the extent requested by Parent, will use its reasonable 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 the Company or the Company Representatives, or grant the Company or the Company 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 requested by the Company, will use reasonable best efforts to obtain any such consent.
(f) No investigation by Parent or the Company or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Miscor Group, Ltd.), Merger Agreement (Integrated Electrical Services Inc)
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Parent Precision and PDC shall: (i) afford to the Company and the Company Grey Wolf Representatives, at the CompanyGrey Wolf’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Precision Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized that are within the possession or control of any of the Precision Companies (the “Precision Information”); and (ii) upon request during normal business hours, furnish promptly to Grey Wolf (at Grey Wolf’s expense) a copy of any Precision Information. Grey Wolf agrees to conduct such investigation in a manner that does not interfere unreasonably with the Precision Companies’ operations and with the prompt discharge by such Precision Companies’ employees of their duties. Grey Wolf agrees to indemnify and hold the Precision Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Grey Wolf Companies, and any loss or destruction of any property owned by the Precision Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Grey Wolf Companies or their Representatives during any visit to the business or property sites of the Precision Companies prior to the completion of the Merger, whether pursuant to this Section 5.4 or otherwise. No Precision Company shall be required to provide access to or to disclose Precision Information where such access or disclosure would constitute a violation of attorney/client privilege or violate any Applicable Law. In such circumstances, the Parties will use commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements. None of the Grey Wolf Companies or their Representatives shall conduct any environmental testing or sampling on any business or property sites of the Precision Companies prior to completion of the Merger without the prior written consent of Precision.
(b) Upon reasonable notice and subject to Applicable Law relating to the exchange of information, from the date hereof until the Effective Time, Grey Wolf shall: (i) afford to the Precision Representatives, at Precision’s sole risk and expense, reasonable access during normal business hours to any and all of the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Grey Wolf Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Grey Wolf Companies (the “Parent Grey Wolf Information”); and (ii) upon request during normal business hours, furnish promptly to the Company Precision (at the CompanyPrecision’s expense), or similarly provide reasonable access to, ) a copy of any Parent Grey Wolf Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company Precision agrees to review conduct such information investigation in a manner that does not interfere unreasonably with the Parent Grey Wolf Companies’ operations and with the prompt discharge by such Parent Grey Wolf Companies’ employees of their duties. The Company Precision agrees to indemnify and hold the Parent Grey Wolf Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Precision Companies, and any loss or destruction of any property owned by the Parent Grey Wolf Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Precision Companies or their Representatives during any visit to the business or property sites of the Parent Grey Wolf Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 5.4 or otherwise. No Parent Company None of the Grey Wolf Companies shall be required to provide access to or to disclose Parent Grey Wolf Information where such access or disclosure would constitute a violation of attorney/client privilege, privilege or violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidentialApplicable Law. In such circumstances, the Parties will use commercially reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours to any and all . None of the facilities and assets of the Acquired Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Acquired Companies (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees of their duties. Parent agrees to indemnify and hold the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Parent Companies, and any loss of destruction of any property owned by the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Precision Companies or their Representatives during shall conduct any visit to the environmental testing or sampling on any business or property sites of the Acquired Grey Wolf Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None Merger without the prior written consent of the Acquired Companies shall be required to provide access to or to disclose Company Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangementsGrey Wolf.
(c) From the date hereof until the Effective Time, each of Parent Precision and the Company Grey Wolf 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 or the Canadian Securities Regulatory Authorities, as the case may be, 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 or the Canadian Securities Regulatory Authorities after the date hereof relating to the Merger or the Registration Statement, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX systemsystem or SEDAR, in which case Parent Precision or the Company Grey Wolf (as the case may be) shall provide notice to the other of such availability; and (ii) promptly advise the other of the substance of any oral communications between such Party and the SEC or the Canadian Securities Regulatory Authorities relating to the Merger or the Registration Statement.
(d) The Company Grey Wolf will not (and will cause Grey Wolf Subsidiaries and Grey Wolf Representatives not to), and Precision will not (and will cause the Company Precision Subsidiaries and the Company Representatives not to), and Parent will not (and will cause the Parent Subsidiaries and the Parent Precision Representatives not to), use any information obtained pursuant to this Section 5.3 5.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Grey Wolf Companies or Parent the Precision Companies or their respective Representatives under this Section 5.3 5.4 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(e) Notwithstanding anything in this Section 5.3 5.4 to the contrary: (i) the Company Grey Wolf shall not be obligated under the terms of this Section 5.3 5.4 to disclose to Parent Precision or the Parent Precision Representatives, or grant Parent Precision or the Parent Precision Representatives access to, information that is within the possession or control of any of the Acquired Grey Wolf Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and the CompanyGrey Wolf, to the extent requested by ParentPrecision, will use its reasonable commercial efforts to obtain any such consent; and (ii) Parent Precision shall not be obligated under the terms of this Section 5.3 5.4 to disclose to the Company Grey Wolf or the Company Grey Wolf Representatives, or grant the Company Grey Wolf or the Company Grey Wolf Representatives access to, information that is within the possession or control of any of the Parent Precision Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and ParentPrecision, to the extent requested by the CompanyGrey Wolf, will use reasonable commercial efforts to obtain any such consent.
(f) No investigation by Parent Precision or the Company Grey Wolf or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Grey Wolf Inc)
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from From the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, business, employees, representatives, agents, facilities and assets, whether written or computerized, that are within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective TimeClosing, the Company shall: (i) will afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Acquired Companies and the assets, books and records, filescontracts, datafacilities, correspondence, Contracts, permits, audits audit work papers and all other information relating to payroll records of the Acquired Companies’ financial position, business, employees, representatives, agents, facilities Company and assets, whether written or computerized, that are within the possession or control of any of the Acquired Companies (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees of their duties. Parent agrees to indemnify and hold the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative officers of the Company. During such period, the Company will make available to a reasonable number of Parent Companies, Representatives adequate office space and any loss of destruction of any property owned by facilities at the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any office facilities of the Parent Companies or their Representatives during any visit to Company in Tulsa, Oklahoma. Notwithstanding the business or property of the Acquired Companies prior to the completion of the Mergerforegoing, whether no investigation pursuant to this Section 5.3 5.2(a) will affect or otherwise. None be deemed to modify any of the Acquired Companies representations or warranties made by the Company in this Agreement; provided, however, that, except as set forth in Section 8.1, such representations and warranties shall not survive the Closing and shall thereafter be of no force or effect.
(b) Parent and the Parent Representatives shall have the right and opportunity to make an environmental and physical assessment of the assets of the Company and, in connection therewith, shall have the right to enter and inspect such assets and all buildings and improvements thereon. Parent may not, without the prior written consent of the Company, which consent shall not be unreasonably withheld, conduct any soil or water tests or borings or other invasive tests or examinations with respect to the assets of the Company. The Company shall be provided 48 hours prior notice of any such inspection, and the Company Representatives shall have the right to witness all such inspections. 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 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 provide access the Company of the determination of the need for disclosure. Parent shall indemnify, defend and hold the Company and the Company 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 Company in connection with conducting such environmental and physical assessment, except to disclose the extent of and limited by the negligence or willful misconduct of the Company Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangementsRepresentative.
(c) From the date hereof until the Effective TimeClosing, each of the Company shall fully and accurately disclose to Parent and the Company shall: Parent Representatives all information that is (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 reasonably requested by such Party with the SEC after the date hereof relating to the Merger or the Registration Statement, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX system, in which case Parent or any of the Company (as the case may be) shall provide notice to the other of such availability; and Parent Representatives, (ii) promptly advise known to the other Company, and (iii) material to an assessment of the substance value, ownership, use, operation, development or transferability of any oral communications between such Party and the SEC relating to assets of the Merger or the Registration StatementCompany.
(d) The Company will not (and will cause the Company Subsidiaries and the Company 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 5.3 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Companies or Parent Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(e) Notwithstanding anything in this Section 5.3 5.2 to the contrary: (i) the Company shall not be obligated under the terms of this Section 5.3 5.2 to disclose to Parent or the Parent Representatives, or grant Parent or the Parent Representatives access to, information that is within the Company’s possession or control of any of the Acquired Companies 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, and the Company, to the extent reasonably requested by Parent, 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 5.2 to disclose to the Company or the Company Representatives, or grant the Company or the Company Representatives access to, information that is within the Parent’s possession or control of any of the Parent Companies 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, and Parent, to the extent reasonably requested by the Company, will use reasonable efforts to obtain any such consent.
(f) No investigation by Parent or the Company or their respective Representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this Agreement.
Appears in 1 contract
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s 's sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ financial position, businesscontracts, employees, representatives, agentsagents and facilities of the Parent Companies; and (ii) upon request, facilities and furnish promptly to the Company (at the Company's expense) access to, or a copy of, any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Parent Companies (or any of their respective assets, whether written or computerized, ) that are is within the possession or control of any of the Parent Companies (the “Parent Information”); and (ii) upon request during normal business hours, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Parent Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s 's sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Acquired Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ financial position, businesscontracts, employees, representatives, agentsagents and facilities of the Target Companies; and (ii) upon request, facilities and furnish promptly to Parent (at Parent's expense) access to, or a copy of, any file, book, record, contract, permit, correspondence, or other written information, document or data concerning any of the Target Companies (or any of their respective assets, whether written or computerized, ) that are is within the possession or control of any of the Acquired Target Companies.
(c) The Company and the Company Representatives shall, at the Company's sole expense, have the right to make an environmental and physical assessment of the assets of the Parent Companies and, in connection therewith, shall have the right (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly or as otherwise permitted by Parent) to enter and inspect such assets and all buildings and improvements thereon, and generally conduct such non-invasive tests, examinations, investigations and studies as the Company reasonably 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. Parent shall be provided not less than 24 hours prior notice of such activities, and Parent Representatives shall have the right to witness all such tests and investigations. The Company shall (and shall cause the Company 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 shall not (and shall cause the Company 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 Parent (at Parent’s expense), or similarly of the determination of the need for disclosure. The Company shall provide reasonable access to, Parent a copy of any environmental report or assessment prepared on behalf of the Company Information. with respect to any of the Parent agrees to review such information in a manner that does not interfere unreasonably with the Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees Companies or any of their dutiesproperties or assets. Parent agrees to indemnify The Company shall indemnify, defend and hold the Acquired Parent Companies and the Parent Representatives harmless from and against any and all Claims claims to the extent arising out of or as a result of the activities of the Company and liabilities, including costs and expenses for the loss, injury to or death of any Representative Company Representatives on the assets of the Parent CompaniesCompanies in connection with conducting such environmental and physical assessment, except to the extent of and any loss of destruction of any property owned limited by the Acquired Companies negligence or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction willful misconduct of any of the Parent Companies or their Representatives during any visit to the business or property of the Acquired Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None of the Acquired Companies shall be required to provide access to or to disclose Company Information where such access or disclosure would constitute a violation of attorney/client privilege, violate any Law or violate a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable efforts to make reasonable and appropriate substitute disclosure arrangementsParent Representative.
(cd) Parent and the Parent Representatives shall, at Parent's sole expense, have the right to make an environmental and physical assessment of the assets of the Target Companies and, in connection therewith, shall have the right (during normal business hours, or as otherwise permitted by the Company) 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 reasonably 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. The Company shall be provided not less than 24 hours prior notice of such activities, and Company 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 shall not (and shall cause the 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 the Company of the determination of the need for disclosure. Parent shall provide the Company a copy of any environmental report or assessment prepared on behalf of Parent with respect to any of the Target Companies or any of their properties or assets. Parent shall indemnify, defend and hold the Target Companies and the Company 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 Target 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 Target Companies or any Company Representative.
(e) From the date hereof until the Effective Time, each of Parent and the Company shall: (i) furnish to the other, promptly upon receipt receipt, filing or filing other submission (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 Merger, the Registration Statement or otherwise 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 Merger, the Registration Statement, unless such communication, report, schedule, registration statement Statement or other document is otherwise readily available through the SEC’s XXXXX system, in which case Parent or the Company (as the case may be) shall provide notice to the other of such availabilityotherwise; and (ii) promptly advise the other of the substance of any oral communications between such Party and the SEC relating to the Merger or Merger, the Registration StatementStatement or otherwise.
(df) The Company will shall not (and will shall cause the Company Subsidiaries and the Company Representatives not to), and Parent will shall not (and will shall cause the Parent Subsidiaries and the Parent Representatives not to), use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Companies or Parent Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(eg) Notwithstanding anything in this Section 5.3 to the contrary: (i) the Company shall not be obligated under the terms of this Section 5.3 to disclose to Parent or the Parent Representatives, or grant Parent or the Parent Representatives access to, information that is within the possession or control of any of the Acquired Target Companies but subject to a valid and binding confidentiality agreement with a Third Party third party without first obtaining the consent of such Third Partythird party, and provided, that the Company, to the extent requested by Parent, will Company shall use its reasonable efforts to obtain any such consent, and, provided further, that the Company shall make appropriate substitute disclosure arrangements in circumstances in which such consent is not obtained promptly; and (ii) Parent shall not be obligated under the terms of this Section 5.3 to disclose to the Company or the Company Representatives, or grant the Company or the Company 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 third party without first obtaining the consent of such Third Partythird party, and Parentprovided, to the extent requested by the Company, will that Parent shall use its reasonable efforts to obtain any such consentconsent and, provided further, that the Parent shall make appropriate substitute disclosure arrangements in circumstances in which such consent is not obtained promptly.
(fh) No investigation by To facilitate approvals of activities of the Parties that are restricted under Section 5.1 and Section 5.2, Parent or the Representatives and Company or Representatives agree to meet on a regular basis to review matters relating to their respective Representatives shall affect Capital Projects (including the representationsstatus of expenditures under Approved Budgets (such as outstanding authorizations for expenditures), warrantiesthe success of their Capital Projects to date, covenants proposals to initiate new Capital Projects or agreements of the substantially increase commitments to existing Capital Projects), commodity hedging issues and any other set forth in this Agreement, matters restricted under Section 5.1 and no Party shall be deemed to have made any representation or warranty to the other Party except as expressly set forth in this AgreementSection 5.2.
Appears in 1 contract
Samples: Merger Agreement (Cimarex Energy Co)
Access to Assets, Personnel and Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, Parent shall: (i) afford to the Company and the Company Representatives, at the Company’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Parent Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Parent Companies’ (or any of their respective assets) financial position, business, employees, representatives, agents, facilities agents and assetsfacilities, whether written or computerized, that are is within the possession or control of any of the Parent Acquired Companies (the “Parent Information”); and (ii) upon request during normal business hourshours prior to the Effective Time, furnish promptly to the Company (at the Company’s expense), or similarly provide reasonable access to, ) a copy of any Parent Information; provided, however, the Parent shall not be required to provide the Parent Information to a materially greater extent than was provided to the Company and the Company Representatives prior to the date of this Agreement, except if the Company requests Parent Information in connection with any notice provided by Parent to the Company pursuant to Section 5.11(b). The Company agrees to review such information in a manner that does not interfere unreasonably with the Parent Companies’ operations and with the prompt discharge by such Parent Companies’ employees of their duties. The Company agrees to indemnify and hold the Parent Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Acquired Companies, and any loss or destruction of any property owned by the Parent Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Acquired Companies or their Representatives during any visit to the business or property of the Parent Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. No Parent Company shall be required to provide access to or to disclose Parent Information where such access or disclosure would constitute constitutes a violation of attorney/client privilege, violate violates any Law or violate violates a Contract pursuant to which any Parent Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements.
(b) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, from the date hereof until the Effective Time, the Company shall: (i) afford to Parent and the Parent Representatives, at Parent’s sole risk and expense, reasonable access during normal business hours to any and all of the facilities and assets of the Acquired Companies and the assets, books and records, files, data, correspondence, Contracts, permits, audits and all other information relating to the Acquired Companies’ (or any of their respective assets) financial position, business, employees, representatives, agents, facilities agents and assetsfacilities, whether written or computerized, that are is within the possession or control of any of the Acquired Companies (the “Company Information”); and (ii) upon request during normal business hours, furnish promptly to Parent (at Parent’s expense), or similarly provide reasonable access to, ) a copy of any Company Information. Parent agrees to review such information in a manner that does not interfere unreasonably with the No Acquired Companies’ operations and with the prompt discharge by such Acquired Companies’ employees of their duties. Parent agrees to indemnify and hold the Acquired Companies harmless from any and all Claims and liabilities, including costs and expenses for the loss, injury to or death of any Representative of the Parent Companies, and any loss of destruction of any property owned by the Acquired Companies or others (including Claims or liabilities for use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Companies or their Representatives during any visit to the business or property of the Acquired Companies prior to the completion of the Merger, whether pursuant to this Section 5.3 or otherwise. None of the Acquired Companies Company shall be required to provide access to or to disclose Company Information where such access or disclosure would constitute constitutes a violation of attorney/client privilege, violate violates any Law or violate violates a Contract pursuant to which any Acquired Company is required to keep such information confidential. In such circumstances, the Parties will use reasonable best efforts to make reasonable and appropriate substitute disclosure arrangements.
(c) From the date hereof until the Effective Time, each of Parent and the Company 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, unless such communication, report, schedule, registration statement or other document is otherwise readily available through the SEC’s XXXXX system, in which case Parent or the Company (as the case may be) shall provide notice to the other of such availability; 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.
(d) The Company will not (and will cause the Company Subsidiaries and the Company 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 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Any information obtained by the Acquired Companies or Parent Companies or their respective Representatives under this Section 5.3 shall be subject to the confidentiality and use restrictions set forth in the Confidentiality Agreement.
(e) Notwithstanding anything in this Section 5.3 to the contrary: (i) the Company shall not be obligated under the terms of this Section 5.3 to disclose to Parent or the Parent Representatives, or grant Parent or the Parent Representatives access to, information that is within the possession or control of any of the Acquired Companies but subject to a valid and binding confidentiality agreement with a Third Party without first obtaining the consent of such Third Party, and the Company, to the extent requested by Parent, will use its reasonable commercial efforts to obtain any such consent; and (ii) Parent shall not be obligated under the terms of this Section 5.3 to disclose to the Company or the Company Representatives, or grant the Company or the Company 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 requested by the Company, will use reasonable commercial efforts to obtain any such consent.
(f) No investigation by Parent or the Company or their respective Representatives representatives shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement, and no Party party shall be deemed to have made any representation or warranty to the other Party party except as expressly set forth in this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Todco)
