Access to Information and Confidentiality. 4.1.1. The Member of the Supervisory Board shall have the right to access all documents of the Company and the companies directly and/or indirectly controlled by the Company as well as all information of the Company and the companies directly and/or indirectly controlled by the Company (including the information on the draft decisions of the management bodies that have not been adopted yet and information on planned transactions and investments), which at the request of the Member of the Supervisory Board may be systematized according to reasonable criteria specified by the Member of the Supervisory Board.
4.1.2. During the validity of this Agreement, as well as for an indefinite period after expiry of the agreement, the Member of the Supervisory Board shall undertake to keep confidential and not to disclose to any third parties any confidential information of the Company without prior written consent of the Company. The list of the information considered confidential shall be approved by the Board of the Company.
Access to Information and Confidentiality. (a) During the period commencing on the date hereof and continuing through the Closing Date and, provided that the Closing occurs, for a period of at least six (6) years after the Closing Date or, with respect to any Taxes, the applicable statute of limitations, with respect to books and records reasonably deemed by Sellers to be necessary in connection with (i) the preparation or examination of Tax Returns, (ii) the Excluded Assets and Liabilities, and (iii) financial reporting, Buyer shall afford to the Sellers and to Sellers' accountants, counsel, and other representatives, reasonable access to all of the Assets, books, Contracts, commitments, records, facilities, technical and personnel information, and, during such period, shall furnish reasonably promptly to Sellers all documents and information concerning the Assets and Transferred Employees as Sellers may reasonably request; provided that the above activities do not interfere unreasonably with the conduct of the business of Buyer and provided further that Buyer shall not be required to disclose any documents or information related to Transferred Employees that would violate any Applicable Law.
(b) Any information that Buyer discloses to Sellers, or to which Sellers have access, as a result of Section 7.2(a) above shall be deemed "Buyer Confidential Information" if such information (i) is designated as "Confidential" in writing at the time of any written disclosure or (ii) even if not so identified as "Confidential", would reasonably be identified or understood by Sellers as the confidential or proprietary information of Buyer. Buyer Confidential Information shall not, however, include:
(1) information which was already known by the Sellers at the time of its disclosure hereunder, as evidenced by Sellers' written records;
(2) information disclosed to Sellers by a third party lawfully in possession of such information and not under an obligation of nondisclosure to Buyer in respect thereof; * Confidential Treatment Requested.
(3) information which at the time of disclosure is or subsequently becomes patented, published or otherwise part of the public domain, except by breach of this Agreement by Sellers;
(4) information developed by Sellers independently of information obtained from Buyer; or
(5) information which is required to be disclosed by law, regulation or the order of a judicial or administrative authority; provided, however, that Sellers (A) give Buyer prompt written notice prior to disclosu...
Access to Information and Confidentiality. The Sellers shall give Buyer and its representatives reasonable access during normal business hours throughout the period prior to Closing to the operations, properties, books, accounting records, contracts, agreements, leases, commitments, programming, technical and sales records and other records of and pertaining to the Stations; provided, however, such access shall not disrupt the Sellers' normal operation. The Sellers shall furnish to Buyer all information concerning the Stations' affairs as Buyer may reasonably request. Buyer will maintain the confidentiality of all the information and materials delivered to it or made available for its inspection by the Sellers hereunder. Nothing shall be deemed to be confidential information that: (a) is known to Buyer at the time of its disclosure to Buyer; (b) becomes publicly known or available other than through disclosure by Buyer; (c) is received by Buyer from a third party not actually known by Buyer to be bound by a confidentiality agreement with or obligation to Sellers; or (d) is independently developed by Buyer as clearly evidenced by its records. Notwithstanding the foregoing provisions of this Section 3.11, Buyer may disclose such confidential information (x) to the extent required or deemed advisable to comply with applicable laws and regulations, (y) to its officers, directors, employees, representatives, financial advisors, attorneys, accountants, and agents with respect to the transactions contemplated hereby (so long as such parties are informed of the confidentiality of such information), and (z) to any Governmental Authority in connection with the transactions contemplated hereby. In the event this Agreement is terminated, Buyer will return to Sellers all confidential information prepared or furnished by Sellers relating to the transactions contemplated hereunder, whether obtained before or after the execution of this Agreement.
Access to Information and Confidentiality. Each Party will allow the other and its respective authorized representatives, including legal counsel and consultants, access to all information, books or records relevant for the purpose of the Transaction contemplated herein. Each Party hereto agrees that all information and documents so obtained will be kept confidential and the contents thereof will not be disclosed to any Person without the prior written consent of the disclosing Party, except as otherwise provided for below, or as are required to be disclosed by Applicable Law provided that the disclosing Party is given prior notice thereof. The foregoing does not apply to information that:
(a) becomes generally available to the public absent any breach of the foregoing;
(b) was available on a non-confidential basis to a Party prior to its disclosure pursuant to this Agreement; or
(c) becomes available on a non-confidential basis from a third party who, to the knowledge of the recipient after enquiry, is not bound to keep such information confidential.
Access to Information and Confidentiality. The Company agrees that Parent and Sub may conduct such reasonable investigation with respect to the business, business prospects, assets, liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit Parent and Sub to evaluate their interest in the transactions contemplated by this Agreement. Each parties' obligations under that certain confidentiality agreement, dated as of April 29, 1998 (the "Confidentiality Agreement"), which are hereby adopted, and incorporated by reference herein, shall apply to all confidential information furnished to it by the other party pursuant to this Agreement. No later than the Closing, the Company will cause all books and records of the Company (including those relating to Taxes) to be physically located at one of the offices of the Company.
Access to Information and Confidentiality. (a) Prior to the Closing Date, Vaalco shall afford to the Fund, and the Company shall afford to Vaalco and to the officers, employees, accountants, counsel, financial advisors and other representatives of such other party, reasonable access during normal business hours to their respective premises, books and records and will furnish to the other party (i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or state securities laws, and (ii) such other information with respect to its business and properties as such other party reasonably requests. The Company agrees to provide Vaalco prompt notice of any proposed amendment to the partnership agreement of Hunt upon becoming aware of xxxx amendment.
(b) Each of Vaalco and the Fund will, and will cause its officers, directors, employees, agents and representatives to, (i) hold in confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of its counsel, by other requirements of law, all nonpublic information concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person), (ii) not release or disclose such information to any other person, except in connection with this Agreement to its auditors, attorneys, financial advisors, other consultants and advisors, and (iii) not use such information for any competitive or other purpose other than with respect to its consideration and evaluation of the transactions contemplated by this Agreement. In the event of termination of this Agreement for any reason, Vaalco and the Fund will promptly return or destroy all documents containing nonpublic information so obtained from the other party and any copies made of such documents and any summaries, analyses or compilations made therefrom.
Access to Information and Confidentiality. In connection with the negotiation and preparation of the Transaction Agreements, each Party will make available to the other, and their respective representatives, all books, records, documents and other information that may reasonably be requested. Prior to the closing, each Party shall keep confidential any non-public information obtained from the other Party hereto. In the event of termination of negotiations, each Party will return or cause to be returned to the other all documents and other material obtained from the other in connection with the Transaction contemplated hereby and will use all reasonable efforts to keep confidential any such information, unless such information is ascertainable from public or published information or already known by the receiving Party.
Access to Information and Confidentiality. From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the terms of any existing contracts, Azarga shall, and shall cause its subsidiaries and their respective officers, directors, employees, independent auditors, accounting advisers and agents to, afford to enCore and to the officers, employees, agents and representatives of enCore such access as enCore may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and contracts, and shall furnish enCore with all data and information as enCore may reasonably request. enCore and Xxxxxx acknowledge and agree that information furnished pursuant to this Section 11.1 shall be subject to the terms and conditions of the Confidentiality Agreement.
Access to Information and Confidentiality. (a) Prior to the Closing Date, each of the Company and the Acquiror shall afford to the other party and to the officers, employees, accountants, counsel, financial advisors and other representatives of such other party, reasonable access during normal business hours to their respective premises, books and records and will furnish to the other party (i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or state securities laws, and (ii) such other information with respect to its business and properties as such other party reasonably requests.
(b) Each of the Company and the Acquiror will, and will cause its officers, directors, employees, agents and representatives to, (i) hold in confidence, unless compelled to disclose by judicial or administrative process, or, in the opinion of its counsel, by other requirements of law, all nonpublic information concerning the other party furnished in connection with the transactions contemplated by this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person), (ii) not release or disclose such information to any other person, except in connection with this Agreement to its auditors, attorneys, financial advisors, other consultants and advisors, and (iii) not use such information for any competitive or other purpose other than with respect to its consideration and evaluation of the transactions contemplated by this Agreement. In the event of termination of this Agreement for any AGREEMENT AND PLAN OF REORGANIZATION - 26 reason, the parties hereto will promptly return or destroy all documents containing nonpublic information so obtained from any other party hereto and any copies made of such documents and any summaries, analyses or compilations made therefrom.
Access to Information and Confidentiality. The Parties acknowledge that Sections 7.2 and 7.4 of the Distribution Agreement are hereby incorporated by reference but solely as they relate to the Indemnifiable Matters.
