Access to Information Concerning Properties and Records; Confidentiality Sample Clauses

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under the confidentiality agreement entered into between WDR (on behalf of Seller) and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENT"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby. (b) Notwithstanding Section 4.1 (a) and the information provided to Buyer after the date hereof, Buyer hereby acknowledges that it has made its own determinations with respect to the Analytical Instruments Business, the Assets, the Subsidiary Stock and the Assumed Liabilities, and acknowledges and agrees that Seller has made and makes no representations or
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Access to Information Concerning Properties and Records; Confidentiality. (a) Newhaven, Xxxxx and IAMP agree that, during the period commencing on the date hereof and ending on the Closing Date, unless otherwise prohibited by law, (i) they will give or cause to be given to El Sitio and its counsel, financial advisors, auditors and other authorized representatives (collectively, the "Representatives") such access, during normal business hours and upon reasonable advance notice, to the properties, books and records of IAMP, the IAMP Subsidiaries and the Newhaven Subsidiaries, as El Sitio may from time to time reasonably request, and (ii) they will furnish or cause to be furnished to El Sitio such financial and operating data and other information with respect to the business, operations and properties of such entities, as El Sitio may from time to time reasonably request. El Sitio and its Representatives shall be entitled, in consultation with IAMP or Newhaven, to such access to the representatives, officers and employees of IAMP, the IAMP Subsidiaries, and the Newhaven Subsidiaries to the extent they are involved in the business of the Media Companies and the Subsidiaries as El Sitio may reasonably request. Such access and request shall not materially disrupt the business of such entities. 50 (a) El Sitio agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to each of IAMP and Newhaven and their respective Representatives such access, during normal business hours and upon reasonable advance notice, to the properties, books and records of El Sitio, as IAMP or Newhaven may from time to time reasonably request and (ii) it will furnish or cause to be furnished to IAMP or Newhaven such financial and operating data and other information with respect to El Sitio, as such Person may from time to time reasonably request. Each of IAMP and Newhaven and each of their Representatives shall be entitled, in consultation with El Sitio, to such access to the representatives, officers and employees of El Sitio as IAMP or Newhaven may reasonably request. Such access and request shall not materially disrupt the business of El Sitio. (b) Except as required by law, each party hereto will hold, and will cause its respective directors, officers, partners, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold in confidence, any nonpublic information obtained from any other party hereto in confidence to the extent required by, and i...
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Access to Information Concerning Properties and Records; Confidentiality. During the period commencing on the date hereof and ending on the Closing Date, the Company shall, upon reasonable request, afford to Parent, its counsel, accountants, engineers, appraisers and other authorized representatives reasonable access during normal business hours to the properties, equipment, books, accounts, contracts, documents and records of the Company, its businesses and properties, to the extent that doing so does not materially disrupt or interfere with the operations of the Company, and the Company shall, within a reasonable period of time, furnish or cause to be furnished to Parent and its representatives all existing data and information concerning its business and properties as Parent may reasonably request. Parent shall keep, and shall cause its agents, attorneys, employees and representatives to keep, confidential all information obtained by Parent with respect to the Company.
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Access to Information Concerning Properties and Records; Confidentiality. The Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date (the "Interim Period"), (a) it will give or cause to be given to the Buyer and its representatives such access, during normal business hours, to the Plant, properties, books and records of the Seller relating to the Assets or the Business as the Buyer shall from time to time reasonably request and (b) it will furnish or cause to be furnished to the Buyer such financial and operating data and other information with respect to the Business and properties of the Division as the Buyer shall from time to time reasonably request. The Buyer agrees that it treat all information so obtained from the Seller as "Confidential Information" under the Confidentiality Agreement, dated August 18, 1995, by and between Xxxxxx Xxxx Capital Corporation ("EUCC"), and the Seller and will continue to honor any obligations the Buyer has thereunder as an affiliate of EUCC; provided, however, that the Buyer and the Seller hereby agree that the Confidentiality Agreement and any obligations of the Buyer pursuant thereto shall terminate on the Closing Date.
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Access to Information Concerning Properties and Records; Confidentiality. During the period commencing on the date hereof and ending on the Closing Date, Seller shall, upon reasonable notice, afford to Buyer, its counsel, accountants and other authorized representatives such access, during normal business hours, to the facilities, properties, books, records, Tax Returns, documents, personnel and auditors of the Business, as Buyer shall reasonably request. Buyer agrees that its inspections shall be undertaken in a manner so as not to cause unreasonable interference with the operations of Seller. Seller shall cause its officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating data and information relating to the Business as Buyer may from time to time reasonably request. If this Agreement is terminated pursuant to Section 11.1 prior to the Closing Date, Buyer shall return to Seller all copies held by Buyer or its representatives of such books, records, Tax Returns and documents and results of such inspections, assessments, audits and tests. Buyer agrees that it will continue to treat all information so obtained from Seller as "Evaluation Material" under the Confidentiality Agreement, dated as of March 23, 1998, between Newell Co. and Buyer (the "Confidentiality Agreement"), and xxxx continue to honor its obligations thereunder.
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Access to Information Concerning Properties and Records; Confidentiality. Except for information that, if provided, would adversely affect the ability of Parent or any BHG Company to assert attorney-client or attorney work product privilege or a similar privilege, Parent shall cause each BHG Company, during the period commencing on the date of this Agreement and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable notice, (a) subject to Parent’s prior written consent, such access, during normal business hours, to the Real Property as Buyer from time to time reasonably requests with due regard to minimizing disruption of the conduct of the Business and (b) such access to the books, records and other information and data of each BHG Company as Buyer from time to time reasonably requests. Buyer shall treat all information obtained from Parent, any BHG Company or otherwise as “Evaluation Material” under the Confidentiality Agreement, dated July 31,2004, between Parent and Fidelity Capital Investors, Inc. (the “Confidentiality Agreement”) subject to any exceptions set forth therein, and Fidelity Capital Investors, Inc. and Buyer shall continue to honor, and cause their representatives to honor, their obligations thereunder.
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Access to Information Concerning Properties and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date, the Company shall, and shall cause the other Company Entities to, upon reasonable request, afford to Buyer, its counsel, accountants and other authorized representatives reasonable access during normal business hours to the properties, books and records of the Company Entities, in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the business and affairs of the Company Entities. The Company will, and will cause the other Company Entities and their respective officers, employees, accountants and other agents to, furnish to Buyer such additional financial and operating data and information as Buyer may from time to time reasonably request. Buyer will hold any such information which is nonpublic in confidence in accordance with the provisions of the existing confidentiality agreement among the Company, Buyer Designator and Buyer (the "Confidentiality Agreement").
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Access to Information Concerning Properties and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Closing Date, Sellers shall, and shall cause the Company to, upon reasonable request, afford to Buyer, its counsel, accountants, and other authorized representatives (including the representatives of Buyer's financing sources) reasonable access during normal business hours to the plants, properties, books and records, Tax Returns, contracts, commitments, officers, personnel, and accountants of the Company, in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the affairs and properties of the Company, including, but not limited to, such environmental audits or tests as Buyer or its financing sources may desire, and to plan for the commencement of its ownership of the Company after the Closing. (b) Buyer agrees that it will hold in confidence all data and information obtained from the Company in connection with this transaction (other than information which is a matter of general public knowledge or which has heretofore been or is hereafter published for public distribution or filed as public information with any governmental authority other than as a result of a breach of this covenant) except that Buyer may provide such data and information to its advisors and to potential financing sources and their advisors which have agreed to keep such information confidential, and will not, and will use its best efforts to ensure that such other Persons do not (other than with respect to financial institutions as required by law), disclose such data and information to others without the prior written consent of Sellers' Representative; except that Buyer may provide such data and information in response to legal process or applicable governmental law or regulations.
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Access to Information Concerning Properties and Records; Confidentiality 
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Related to Access to Information Concerning Properties and Records; Confidentiality

  • Access to Information; Confidentiality (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Confidentiality of Contractor Information The Contractor acknowledges and agrees that this Contract and any and all Contractor information obtained by the State in connection with this Contract are subject to the State of Vermont Access to Public Records Act, 1 V.S.A. § 315 et seq. The State will not disclose information for which a reasonable claim of exemption can be made pursuant to 1 V.S.A. § 317(c), including, but not limited to, trade secrets, proprietary information or financial information, including any formulae, plan, pattern, process, tool, mechanism, compound, procedure, production data, or compilation of information which is not patented, which is known only to the Contractor, and which gives the Contractor an opportunity to obtain business advantage over competitors who do not know it or use it.

  • Records and Confidentiality All records pertaining to the operation and administration of the Trust and the Fund (whether prepared by the Adviser or supplied to the Adviser by the Trust or the Fund) are the property and subject to the control of the Trust. In the event of the termination of this agreement, all such records in the possession of the Adviser shall be promptly turned over to the Trust free from any claim or retention of rights. All such records shall be deemed to be confidential in nature and the Adviser shall not disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized by the Trust or as required by federal or state regulatory authorities. The Adviser shall submit to all regulatory and administrative bodies having jurisdiction over the operations of the Adviser or the Trust, present or future, any information, reports or other material obtained pursuant to this Agreement which any such body may request or require pursuant to applicable laws or regulations.

  • Confidentiality; Access to Information (a) Each Preferred Member (other than the FRBNY which is bound by that certain Nondisclosure Agreement by and among AIG and the FRBNY and dated as of September 25, 2008 (the “Nondisclosure Agreement”) or any Permitted Transferee of the FRBNY and any Observers who executed a joinder to the Nondisclosure Agreement or who are otherwise bound thereto), and any Observer not otherwise bound by the Nondisclosure Agreement, agrees to keep confidential, and not to disclose to any Person, any matter relating to the Company or any of its Affiliates, or their respective affairs (other than disclosure to such Preferred Member’s advisors responsible for matters relating to the Company and who reasonably need to know such information in order to perform such responsibilities (each such Person being hereinafter referred to as an “Authorized Representative”)); provided, however, that such Preferred Member or any of its Authorized Representatives may make such disclosure, subject to applicable Law, to the extent that (i) the information being disclosed is in connection with such Preferred Member’s tax returns or concerns the tax structure or tax treatment of the Company or its transactions, (ii) such disclosure is to any officer, director, shareholder or partner of such Preferred Member, (iii) the information being disclosed is otherwise generally available to the public, (iv) such disclosure is requested by any governmental body, agency, official or authority having jurisdiction over such Preferred Member, (v) such disclosure, based upon the advice of legal counsel of such Preferred Member or Authorized Representative, is otherwise required by applicable Law or statute or (vi) such disclosure is made to any Permitted Transferee or Third Party in connection with any proposed Transfer of Securities, which Permitted Transferee or Third Party is subject to a confidentiality agreement for the benefit of the Company with terms no less protective than this Section 7.05(a). Prior to making any disclosure described in clause (iv) or (v) of this Section 7.05(a), a Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall notify the Board of Managers of such disclosure and of such advice of counsel. Each Preferred Member (other than the FRBNY or any Permitted Transferee thereof) shall use all reasonable efforts to cause each of its Authorized Representatives to comply with the obligations of such Preferred Member under this Section 7.05(a). In connection with any disclosure described in clause (iv) or (v) above, the disclosing Preferred Member shall cooperate with the Company in seeking any protective order or other appropriate arrangement as the Board of Managers may request. (b) Each of the AIG Member and the Company hereby agrees to provide, or cause to be provided, to the Comptroller General of the United States (the “Comptroller General”), upon request, access to information, data, schedules, books, accounts, financial records, reports, files, electronic communications, or other papers, things or property that relate to assistance provided by the FRBNY pursuant to any action taken by the Board of Governors of the Federal Reserve System (the “Board of Governors”) under section 13(3) of the Federal Reserve Act (12 U.S.C. § 343), to the extent required by, and in accordance with the provisions of, 31 U.S.C. § 714(d)(3) (as added by section 801 of the Helping Families Save Their Homes Act of 2009, Pub. L. No. 111-22 (the “Helping Families Act”)). The parties hereby acknowledge that the Helping Families Act provides that, subject to certain exceptions enumerated in 31 U.S.C. § 714(c)(4) (as amended), an officer or an employee of the U.S. Government Accountability Office (the “GAO”) (including the Comptroller General) may not disclose to any person outside the GAO information obtained in audits or examinations conducted under 31 U.S.C. § 714(e) (as amended) and maintained as confidential by the Board of Governors or a Federal Reserve bank (including the FRBNY).

  • Access, Information and Confidentiality (a) From the date of this Agreement, until the date when the Investor no longer beneficially owns at least fifty percent (50%) or more of all of the Purchased Shares (a “Qualifying Ownership Interest”), subject to applicable law or regulatory requirements, the Company will use reasonable efforts to afford the Investor and its representatives (including employees of the Investor, and counsel, accountants, investment advisors and other professionals retained by the Investor) such access during normal business hours to its and the Company Subsidiaries’ books, records, properties and personnel and to such other information as the Investor may reasonably request. (b) Each party to this Agreement will hold, and will cause its respective subsidiaries and their directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless disclosure to a Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court) is necessary or appropriate in connection with any necessary regulatory approval or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (and, solely with respect to the Company, the Bankruptcy Court), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, “Information”) concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such Information can be shown to have been (1) previously known by such party on a nonconfidential basis, (2) in the public domain through no fault of such party, or (3) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors and, to the extent permitted above, to bank regulatory authorities. Prior to any disclosure of Information permitted by the prior sentence, the party proposing to disclose such Information shall, to the extent legally permissible, provide notice to the other party so that the other party may, at its own expense, seek an protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 3.2(b). If such protective order or other remedy is denied, the party proposing to disclose such Information shall (x) furnish only that portion of the Information that, based upon the advice of counsel, is necessary to be disclosed in connection with such necessary regulatory approval or is compelled to be disclosed by such judicial or administrative process or by such other requirement of law or such applicable requirements and (y) use its reasonable best efforts to obtain assurances that confidential treatment will be accorded to the Information.

  • DISCLOSURE; ACCESS TO INFORMATION The Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has had access to all publicly available information with respect to the Company.

  • Listing Information Confidentiality BellSouth will accord <<customer_name>>’s directory listing information the same level of confidentiality that BellSouth accords its own directory listing information, and BellSouth shall limit access to <<customer_name>>’s customer proprietary confidential directory information to those BellSouth employees or agents who are involved in the preparation of listings or directories.

  • Other Confidential Consumer Information Party agrees to comply with the requirements of AHS Rule No. 08-048 concerning access to and uses of personal information relating to any beneficiary or recipient of goods, services or other forms of support. Party further agrees to comply with any applicable Vermont State Statute and other regulations respecting the right to individual privacy. Party shall ensure that all of its employees, subcontractors and other service providers performing services under this agreement understand and preserve the sensitive, confidential and non-public nature of information to which they may have access.

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