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

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and MergerCo and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo all information concerning its or its Subsidiaries’ business, properties and personnel as Parent or MergerCo may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires it or its Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide any information or access that it reasonably believes could violate applicable law, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilege.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ipayment Inc), Agreement and Plan of Merger (Ipayment Inc)

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Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and MergerCo Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records (including without limitation, any and all materials relating to financial records and to Taxes) of the Company and its Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo Sub all information concerning its or its Subsidiaries' business, properties and personnel as Parent or MergerCo and Sub may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires it or its Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide any information or access that it reasonably believes could violate applicable lawApplicable Law, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilege.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nui Corp /Nj/)

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, the Company shall, and shall cause each of its the Company Subsidiaries to, upon reasonable notice, afford Parent and MergerCo Merger Sub and their respective employees, counsel, accountants, consultants and other authorized representativesRepresentatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its the Company Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo Merger Sub all information concerning its or its the Company Subsidiaries’ business, properties and personnel as Parent or MergerCo and Merger Sub may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity Law applicable to the Company requires it or its the Company Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or its any of the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the The Company and/or its Subsidiaries shall not be required to (A) provide any information or access that it reasonably believes could would violate applicable lawLaw, including Antitrust Lawsor Order (B) conduct, rules or regulations permit Parent, Merger Sub or any of their Representatives to conduct any environmental site assessment, or soil or groundwater investigation relating to any real property leased to the terms of any confidentiality agreement or cause forfeiture of attorney/client privilegeCompany and/or its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bottomline Technologies Inc /De/)

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, the Company shall, and shall cause each of its the Company Subsidiaries to, upon reasonable notice, afford Parent and MergerCo Merger Sub and their respective employees, counsel, accountants, consultants consultants, financing sources and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its the Company Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo all Merger Sub such information concerning its or its the Company Subsidiaries’ business, properties and personnel as Parent or MergerCo and Merger Sub may reasonably request; provided, however, provided that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity Law applicable to the Company requires it or its the Company Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or its any of the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide any information or access that it reasonably believes could violate applicable lawLaw, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilege.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Wesco International Inc)

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 7.18.1, the Company shall, and shall cause each of its Significant Subsidiaries to, upon reasonable notice, afford Parent and MergerCo the Purchasers and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its Significant Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo the Stock Purchase Agreement Purchasers all information concerning its or its Significant Subsidiaries' business, properties and personnel as Parent or MergerCo the Purchasers may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity Law applicable to the Company requires it or its Significant Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide any information or access that it reasonably believes could violate applicable lawLaw, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilege.

Appears in 1 contract

Samples: Stock Purchase Agreement (AMH Holdings, Inc.)

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Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and MergerCo Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records (including without limitation, any and all materials relating to financial records and to Taxes) of the Company and its Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo Sub all information concerning its or its Subsidiaries’ business, properties and personnel as Parent or MergerCo and Sub may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires it or its Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide any information or access that it reasonably believes could violate applicable lawApplicable Law, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilege.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Agl Resources Inc)

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof of this Agreement and ending on the earlier of (i) the date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 7.1, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and MergerCo Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, properties and books and records of the Company and its Subsidiaries and, during such period, the Company shall furnish promptly to Parent and MergerCo Sub all information concerning its or its Subsidiaries’ business, financial statements, books and records, properties and personnel as Parent or MergerCo and Sub may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that in the reasonable judgment of the Company, any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires it or its Subsidiaries to restrict access to any of its business, properties, information or personnel; and provided, further, that such access shall not unreasonably disrupt disrupts the operations of the Company or its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to provide any information or access that it reasonably believes could violate violates applicable lawLaw, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilegeprivilege to any material extent (provided that the Company shall have used reasonable best efforts to remove any such restriction).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Green Mountain Power Corp)

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