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.
Access to Information Concerning Properties and Records; Confidentiality. Except (a) for information relating to the trade secrets of the Subsidiaries, (b) for information which, if provided, would adversely affect the ability of Parent or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege, (c) for information that, in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law applicable to Parent or the Subsidiaries and (d) for information that Parent reasonably believes is competitively sensitive, Parent agrees to cause the Subsidiaries, during the period commencing on the date hereof 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, (i) such access (except to conduct environmental investigations, assessments or monitoring), during normal business hours, to the Subsidiary Facilities as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Subsidiaries; (ii) such access to the books and records of Parent and the Subsidiaries relating to the Subsidiaries as Buyer may from time to time reasonably request; and (iii) such access to financial and operating data and other information with respect to the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the consent of such auditors, which Parent shall use its commercially reasonable efforts to obtain), as Buyer may from time to time reasonably request. During such period, Parent shall, and shall cause the Subsidiaries to, allow Buyer and Buyer’s accountants full access to the Subsidiaries’ internal control over financial reporting documentation and any corrective actions or other procedures conducted with respect to their internal control over financial reporting. Parent shall, and shall cause the Subsidiaries to, comply with any reasonable recommendation made by the Buyer or its accountants with respect to (i) the documentation by the Subsidiaries of their internal control over financial reporting, and (ii) any corrective actions to be made prior to the Closing to their internal control over financial reporting; provided, however, that nothing in this Agreement shall require Parent to, or cause the Subsidiaries to, undertake or complete an assessment of the Subsidiaries’ internal control over financial reporting prior to the Closing. Buyer shall be solely responsible for the costs, whether or not the Closing t...
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
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.
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.
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.
Access to Information Concerning Properties and Records; Confidentiality. (a) During the period commencing on the date hereof and ending on the Initial Closing Date, the Company will, and will use all reasonable efforts to cause El Paso and its Affiliates to, and to cause the Tenneco Entities and the Tenneco Entities' Subsidiaries to, upon reasonable request, afford to the Buyer, its counsel, accountants and other professional advisers reasonable access during normal business hours to the offices, plants, properties, contracts, books and records of the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries (and permit the Buyer and its counsel, accountants and other authorized representatives to make copies of such contacts, books and records at their own expense), in order that the Buyer may have the full opportunity to make such reasonable investigations as it desires to make of the affairs of the Company, the Tenneco Entities and the Tenneco Entities' Subsidiaries, provided that no investigation pursuant to this Section 7.2 will affect any representations or warranties or the conditions to the obligations of the parties hereto to consummate the purchase of the Company Shares as contemplated hereby or the other transactions contemplated hereby. The Company agrees that it will, and will cause the Tenneco Entities and the Tenneco Entities' Subsidiaries and their respective officers, accountants and other professional advisers, to, furnish to the Buyer such additional information as the Buyer may from time to time reasonably request.
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.
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.
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").
