Common use of Access to Information Concerning Properties and Records; Confidentiality Clause in Contracts

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 in accordance with, the provisions of the letter dated August 31, 2000, among El Sitio, Newhaven and Xxxxx (the "Confidentiality Agreement"), as if Newhaven and Xxxxx were also parties.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) Newhavenfor information relating to the trade secrets of the Subsidiaries, Xxxxx (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 IAMP agree that(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, unless otherwise prohibited by lawto furnish or cause to be furnished to Buyer and its representatives, at reasonable times and, upon reasonable notice, (i) they will give such access (except to conduct environmental investigations, assessments or cause to be given to El Sitio and its counsel, financial advisors, auditors and other authorized representatives (collectively, the "Representatives") such accessmonitoring), during normal business hours and upon reasonable advance noticehours, to the properties, 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 IAMP, the IAMP Subsidiaries Parent and the Newhaven Subsidiaries, Subsidiaries relating to the Subsidiaries as El Sitio Buyer may from time to time reasonably request, ; and (iiiii) they will furnish or cause such access to be furnished to El Sitio such financial and operating data and other information with respect to the businessSubsidiaries, operations and properties including access to the work papers of Parent’s independent auditors (with the consent of such entitiesauditors, which Parent shall use its commercially reasonable efforts to obtain), as El Sitio Buyer may from time to time reasonably request. El Sitio 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 takes place in accordance herewith, that Parent or the Subsidiaries may incur as the result of their compliance with such recommendations of Buyer or its accountants over the costs that they would otherwise incur in complying with Section 404 of the Xxxxxxxx-Xxxxx Act of 2004. Further, during such period, upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall not be unreasonably withheld), Buyer and its Representatives representatives shall be entitled, in consultation with IAMP or Newhaven, entitled to such access to the representatives, officers and key 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 Buyer may reasonably request. Such access and request shall not materially disrupt the business of such entities. 50 (a) El Sitio Buyer agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) that 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 treat all information obtained from any other party hereto Parent or the Subsidiaries or otherwise obtained in confidence to the extent required by, and in accordance with, the provisions its due diligence investigation of the Subsidiaries as “Evaluation Material” under the letter agreement entered into between Buyer and Parent dated August 31February 18, 2000, among El Sitio, Newhaven and Xxxxx 2004 (the "Confidentiality “Letter Agreement"), as if Newhaven ”) and Xxxxx were also partieswill continue to honor its obligations thereunder.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) Newhavenfor information relating to the trade secrets of the Subsidiaries, Xxxxx (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 IAMP agree that(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, unless otherwise prohibited by lawto furnish or cause to be furnished to Buyer and its representatives, at reasonable times and, upon reasonable notice, (i) they will give such access (except to conduct environmental investigations, assessments or cause to be given to El Sitio and its counsel, financial advisors, auditors and other authorized representatives (collectively, the "Representatives") such accessmonitoring), during normal business hours and upon reasonable advance noticehours, to the properties, 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 IAMP, the IAMP Subsidiaries Parent and the Newhaven Subsidiaries, Subsidiaries relating to the Subsidiaries as El Sitio Buyer may from time to time reasonably request, ; and (iiiii) they will furnish or cause such access to be furnished to El Sitio such financial and operating data and other information with respect to the businessSubsidiaries, operations and properties including access to the work papers of Parent's independent auditors (with the consent of such entitiesauditors, which Parent shall use its commercially reasonable efforts to obtain), as El Sitio Buyer may from time to time reasonably request. El Sitio 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 takes place in accordance herewith, that Parent or the Subsidiaries may incur as the result of their compliance with such recommendations of Buyer or its accountants over the costs that they would otherwise incur in complying with Section 404 of the Sarbanes-Oxley Act of 2004. Further, during such period, upon reasonablx xxxxxxx xxtice to and with the prior consent of Parent in each instance (which consent shall not be unreasonably withheld), Buyer and its Representatives representatives shall be entitled, in consultation with IAMP or Newhaven, entitled to such access to the representatives, officers and key 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 Buyer may reasonably request. Such access and request shall not materially disrupt the business of such entities. 50 (a) El Sitio Buyer agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) that 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 treat all information obtained from any other party hereto Parent or the Subsidiaries or otherwise obtained in confidence to the extent required by, and in accordance with, the provisions its due diligence investigation of the Subsidiaries as "Evaluation Material" under the letter agreement entered into between Buyer and Parent dated August 31February 18, 2000, among El Sitio, Newhaven and Xxxxx 2004 (the "Confidentiality Letter Agreement"), as if Newhaven ) and Xxxxx were also partieswill continue to honor its obligations thereunder.

Access to Information Concerning Properties and Records; Confidentiality. (a) Newhaven, Xxxxx Hicks and IAMP agree that, during the period commencing on the date hereof daxx xxreof 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 in accordance with, the provisions of the letter dated August 31, 2000, among El Sitio, Newhaven and Xxxxx Hicks (the "Confidentiality Agreement"), as if Newhaven and Xxxxx were Hicks xxxx also parties.