ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Subject to compliance with applicable law, upon reasonable notice, the Company will, and will cause each of the Company Subsidiaries and will use its reasonable efforts to cause each Company Affiliated Physician Group to, give Parent, its directors, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company, the Company Subsidiaries and Company Affiliated Physician Groups; will furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request; and will instruct and request the Company's directors, officers, employees, counsel and financial advisors to cooperate with Parent in its investigation of the business of the Company, the Company Subsidiaries and Company Affiliated Physician Groups and in the planning for the combination of the businesses of the Company and Parent following the consummation of the Merger. All information obtained pursuant to this Section 5.2 shall be governed by the Confidentiality Agreement dated March 24, 1998 between Parent and the Company (the "Confidentiality Agreement").
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Holdco, each Affiliated Company and the Original Shareholders will give HCCH, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their offices, properties, books and records, will furnish to HCCH, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with HCCH in its investigation of the business of Holdco and each Affiliated Company and in the planning for the combination of the businesses of Holdco and each Affiliated Company and HCCH following the consummation of the Merger; PROVIDED that no investigation pursuant to this Section shall affect any representation or warranty given hereunder. In addition, following the public announcement of this Agreement or the transactions contemplated hereby, Holdco and each Affiliated Company will cooperate in arranging joint meetings among representatives of Holdco and each Affiliated Company and HCCH and persons with whom they maintain business relationships. All requests for information made pursuant to this Section shall be directed to Xxxxxx or such person as may be designated by him in writing. All information obtained pursuant to this Section 5.3 shall be governed by the Confidentiality Agreement dated as of January 20, 1997 among HCCH and the Affiliated Companies (the "Confidentiality Agreement").
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. (a) Subject to compliance with applicable law, upon reasonable notice, the Company will, and will cause each of the Company Subsidiaries to, give Parent, its directors, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Company and the Company Subsidiaries ("Access"), will furnish to Parent and its authorized Representatives such financial and operating data as such Persons may reasonably request and will instruct the Company's Representatives to cooperate with Parent in its investigation of the business of the Company and the Company Subsidiaries and in the planning for the combination of the businesses of the Company and Parent following the consummation of the Merger, provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Company to Parent hereunder; and provided further that notwithstanding the provision of information by Company to Parent or any investigation by Parent prior to or after the date hereof, Company shall not be deemed to make any representation or warranty regarding the Company except as expressly set forth in this Agreement.
(b) Unless otherwise required by law or the applicable rules of the NYSE or the Nasdaq National Market, the parties will hold any such information which is nonpublic in confidence until such time as such information otherwise becomes publicly available through no wrongful act of either party and will not use any such nonpublic information for any purpose other than in connection with the planning, negotiation and implementation of the transactions contemplated hereby. In the event of the termination of this Agreement for any reason, each party shall promptly return all nonpublic documents obtained from any other party, and any copies made of such documents, to such other party. In addition, in the event of such termination, all documents, memoranda, notes and other writing whatsoever prepared by each party based on the information in such material shall be destroyed (and each party shall use its best efforts to cause its advisors and their representatives to similarly destroy their respective documents, memoranda and notes), and such destruction (and best efforts) shall be certified in writing to the other party by an authorized officer supervising such destruction.
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Sun will provide XCHO and its counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records, will furnish to XCHO, and its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request, but calculated in a manner not to unreasonably interfere with the business and operations of Sun, and will instruct its employees, counsel and financial advisors to cooperate with XCHO in their continuing “due diligence” investigation of Sun.
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Xxxxxxx will give HCCH, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to its offices, properties, books and records, will furnish to HCCH, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with HCCH in its investigation of the business of Xxxxxxx and in the planning for the combination of the businesses of Xxxxxxx and HCCH following the consummation of the Merger; PROVIDED that no investigation pursuant to this Section shall affect any representation or warranty given hereunder. In addition, Xxxxxxx will cooperate in arranging joint meetings among representatives of Xxxxxxx and HCCH and persons with whom Xxxxxxx maintain business relationships. All information obtained pursuant to this Section 5.3 shall be governed by the confidentiality provisions of the Parties' letter of intent dated December 24, 1997 (the "Confidentiality Agreement").
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. The Sellers will give Purchasers, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of the Companies, will furnish to Purchasers, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with Purchasers in its investigation of the businesses of the Companies and in the planning for the combination of the businesses of the Companies and Purchasers following the consummation of the transactions contemplated by this Agreement; PROVIDED that no investigation pursuant to this Section shall affect any representation or warranty given hereunder. In addition, following the public announcement of this Agreement or the transactions contemplated hereby, the Sellers will cooperate in arranging joint meetings among representatives of the Companies and Purchasers and persons with whom they maintain business relationships.
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Continental and Shareholders will give HCCH, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their offices, properties, books and records, will furnish to HCCH, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with HCCH in its investigation of the business of Continental and in the planning for the combination of the businesses of Continental and HCCH following the consummation of the transactions contemplated by this Agreement; PROVIDED that no investigation pursuant to this Section shall affect any representation or warranty given hereunder. In addition, following the public announcement of this Agreement or the transactions contemplated hereby, Continental will cooperate in arranging joint meetings among representatives of Continental and HCCH and persons with whom they maintain business relationships.
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. MGU and Shareholder will give HCCH, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their offices, properties, books and records, will furnish to HCCH, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with HCCH in its investigation of the business of MGU and in the planning for the combination of the businesses of MGU and HCCH following the consummation of the transactions contemplated by this Agreement; PROVIDED that no investigation pursuant to this Section shall affect any representation or warranty given hereunder. In addition, following the public announcement of this Agreement or the transactions contemplated hereby, MGU will cooperate in arranging joint meetings among representatives of MGU and HCCH and persons with whom they maintain business relationships.
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. The Sellers will give Purchasers, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the offices, properties, books and records of SCC and LLC, will furnish to Purchasers, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with Purchasers in its investigation of the businesses of SCC and in the planning for the combination of the businesses of SCC and Purchasers following the consummation of the transactions contemplated by this Agreement; provided that no investigation pursuant to this Section or otherwise shall affect any representation or warranty given hereunder. In addition, following the public announcement of this Agreement or the transactions contemplated hereby, the Sellers will cooperate in arranging joint meetings among representatives of SCC and Purchasers and persons with whom SCC maintains business relationships.
ACCESS TO FINANCIAL AND OPERATIONAL INFORMATION. Sun and the Shareholder will give HCC, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their offices, properties, books and records, will furnish to HCC, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data as such persons may reasonably request and will instruct its employees, counsel and financial advisors to cooperate with HCC in its investigation of the business of Sun and the Sun Affiliated Entities and in the planning for the combination of the businesses of Sun and the Sun Affiliated Entities and HCC following the consummation of the transactions contemplated by this Agreement; PROVIDED that no investigation pursuant to this Section shall affect any representation or warranty given hereunder. In addition, following the public announcement of this Agreement or the transactions contemplated hereby, Sun will cooperate in arranging joint meetings among representatives of Sun and HCC and persons with whom they maintain business relationships.
