Common use of Access to Information and Confidentiality Clause in Contracts

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.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Vaalco Energy Inc /De/)

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Access to Information and Confidentiality. (a) Prior to the Closing Date, Vaalco each of AVEMCO and HCCH shall afford to the Fund, and the Company shall afford to Vaalco 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 35 41 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 AVEMCO and the Fund HCCH will, and will use its commercially reasonable efforts to 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, or unless disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, 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. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.8(b) that constitutes "Confidential Information" (as such term is defined in the letter agreement dated as of November 14, 1996 between AVEMCO and HCCH (the "Confidentiality Agreement")) shall be governed by the terms of the Confidentiality Agreement. In the event of termination of this Agreement for any reason, Vaalco AVEMCO and the Fund HCCH 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.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Avemco Corp)

Access to Information and Confidentiality. (a1) Prior Subject to the Closing Date, Vaalco shall afford to the Fund, Confidentiality Agreement and the Company shall afford Lifeco CA and applicable Laws, until the Closing Time, CLFC will furnish promptly (and will cause each of its Subsidiaries to Vaalco furnish promptly) to Lifeco and to the its officers, employees, accountants, counsel, financial accountants and other authorized representatives, advisors and other representatives agents ("Representatives") all information concerning its business, properties and personnel as Lifeco and its Representatives may reasonably request for the purposes 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 completing the Transaction, including for the purposes of each report, schedule, registration statement planning the integration of the parties' 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)their respective Subsidiaries' businesses, (ii) not release or disclose such information preparing submissions to any other person, except Regulatory Authorities in connection with this Agreement to its auditors, attorneys, financial advisors, other consultants and advisorsrespect of the Transaction, and (iii) not use such preparing the information that Lifeco is required to prepare for inclusion in the Circular and related documents. (2) CLFC shall, from and after the date of this Agreement, diligently and promptly investigate and analyze (and, where to do so could be expected to facilitate a more accurate or speedier investigation or analysis, employ external counsel or consultants to investigate and analyze) the following matters: (a) the identification of (i) all jurisdictions in which CLFC or any competitive of its Subsidiaries carries on business or other purpose is otherwise required to be licensed or registered and (ii) all licenses or registrations held by CLFC or any of its Subsidiaries; and (b) the identification of any consent, approval, order or authorization of, or registration, declaration or filing with, any third party (other than with a Regulatory Authority) that is required by or in respect to CLFC or any of its consideration Subsidiaries in connection with the execution and evaluation delivery of this Agreement by CLFC, the performance of its obligations under this Agreement, the Capital Reorganization or the completion of the transactions Transaction, other than filings and other actions required under Securities Laws as are contemplated by this Agreement and any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, would not individually or in the aggregate have a material adverse effect on CLFC or materially impair its ability to perform its obligations under this Agreement. In Subject to the event of termination of this Confidentiality Agreement for any reason, Vaalco and the Fund Lifeco CA, until the Closing Time, CLFC will furnish promptly return or destroy all documents containing nonpublic information so obtained from (and will cause each of its Subsidiaries to furnish promptly) to Lifeco and its Representatives the other party and any copies made results of such documents investigations and analyses and portions thereof as they are substantively completed. Such reports may be made orally or by way of summary where final written reports are not available, which oral or summary reports shall be followed promptly by written reports. (3) The Confidentiality Agreement and the confidentiality agreement dated February 14, 2003 between Lifeco and CLFC (the "Lifeco CA") will continue to apply and will apply to any summaries, analyses Confidential Information (as defined in such agreements) made available to either party or compilations made therefromits Representatives.

Appears in 1 contract

Samples: Transaction Agreement (Great West Lifeco Inc)

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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 Xxxx upon becoming aware of xxxx such 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.

Appears in 1 contract

Samples: Stock Acquisition Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)

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