Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying Entities, and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's Representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4
Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Closing Date, each of the Company and Parent shall (i) give the other, its respective counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") reasonable access during normal business hours to the offices, properties, books and records of such party and its Subsidiaries, (ii) furnish to the other and the other's Representatives such financial and operating data and other information relating to such party, its Subsidiaries and their respective operations as such Persons may reasonably request and (iii) instruct such party's employees, counsel and financial advisors to cooperate with the other in its investigation of the business of such party and its Subsidiaries; PROVIDED THAT any information and documents received by the other party or its Representatives (whether furnished before or after the date of this Agreement) shall be held in accordance with the Confidentiality Agreement dated as of March 16, 2001 between Parent and the Company (the "CONFIDENTIALITY AGREEMENT"), which, subject to Section 8.10, shall remain in full force and effect until the Effective Time pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof.
Access to Information; Confidentiality Agreement. (a) Between the date of this Agreement and the Effective Time, the parties hereto will give one another and their authorized representatives reasonable access during normal business hours to all plants, offices, warehouses and other facilities and to all books and records of one another, will permit one another to make such inspections as each may reasonably request and will cause their officers and those of their Subsidiaries and Partnerships to furnish such financial and operating data and other information with respect to their businesses and properties as may from time to time reasonably be requested. Subject to Section 6.7, all such information shall be kept confidential in accordance with the Confidentiality Agreement.
(b) Notwithstanding the execution of this Agreement, the Confidentiality Agreement shall remain in full force and effect through the Effective Time, at which time the Confidentiality Agreement shall terminate and be of no further force and effect. Each party hereto hereby waives the provisions of the Confidentiality Agreement as and to the extent necessary to permit the solicitation of votes of the stockholders of Greenwich and UNC pursuant to the Joint Proxy Statement/Prospectus and to permit consummation of the transactions contemplated hereby. Each party further acknowledges that the Confidentiality Agreement shall survive any termination of this Agreement pursuant to Section 11.1.
Access to Information; Confidentiality Agreement. (a) Between the date of this Agreement and the Effective Time, WPZ will give Parent and its authorized representatives access during normal business hours to all offices and other facilities, personnel, accountants and to all books and records of the WPZ Companies, will permit Parent to make such inspections and to engage in such monitoring as it may reasonably request and will cause its officers and those of its Subsidiaries and Partnerships to furnish such financial and operating data and other information with respect to their businesses and properties as may from time to time be requested by Parent. Subject to Section 7.6 hereof, all such information shall be kept confidential by Parent in accordance with the Confidentiality Agreement, except that Parent may disclose any information as it may determine is necessary or prudent in connection with its financing.
(b) Notwithstanding the execution of this Agreement, the Confidentiality Agreement shall remain in full force and effect through the Effective Time, at which time the Confidentiality Agreement shall terminate and be of no further force and effect.
Access to Information; Confidentiality Agreement. (a) Following the Closing, Purchaser shall, and shall cause the Company to, afford Sellers, their Affiliates and their respective Representatives, commercially reasonable access upon reasonable advanced written notice during normal business hours, to information and documentation of the Company and, to the extent in Purchaser’s or the Company’s possession, any former Subsidiaries or joint ventures, in all cases, pertaining to periods prior to Closing to the extent that such access may be reasonably requested by Sellers in connection with preparation of financial statements, Taxes, reporting obligations, and to the extent reasonably required to comply with Applicable Laws.
(b) Purchaser agrees to hold all the books and records of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of six (6) years from the date hereof.
Access to Information; Confidentiality Agreement. Subject to applicable Law and any confidentiality arrangements in favor of any third party, from the date hereof until the Closing, the Company shall, and shall cause each of its Subsidiaries to, afford the Investor and its Representatives reasonable access upon reasonable advance request by the Investor and during normal business hours during the period prior to the earlier of the Closing and the termination of this Agreement to (i) all their respective properties, assets, books, records, agreements, permits, documents, information, officers and employees (in each case, excluding, without limiting the foregoing, information and materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (ii) such additional financial and operating data and other information regarding the Company (or copies thereof) as the Investor may from time to time reasonably request; provided that (x) such access shall not unreasonably disrupt the operations of the Company or its Subsidiaries and (y) the Company shall not be required to disclose any privileged information of the Company.
Access to Information; Confidentiality Agreement. (a) To the extent permitted by law and upon reasonable notice, between the date of this Agreement and the Effective Time, the NCNG Companies will give to CP&L and its authorized representatives reasonable access during normal business hours to all facilities and to all books and records, and will cause their officers to furnish such financial and operating data and other information with respect to their businesses and properties as may from time to time reasonably be requested. Subject to Section 6.8 hereof, all such information shall be kept confidential in accordance with the Confidentiality Agreement.
(b) Notwithstanding the execution of this Agreement, the Confidentiality Agreement shall remain in full force and effect through the Effective Time, at which time the Confidentiality Agreement shall terminate and be of no further force and effect. Each party hereto hereby waives the provisions of the Confidentiality Agreement as and to the extent necessary under the Securities Act and the Exchange Act to permit the solicitation of votes of the shareholders of NCNG pursuant to the Proxy Statement/Prospectus and to permit consummation of the transactions contemplated hereby. Each party further acknowledges that the Confidentiality Agreement shall survive any termination of this Agreement pursuant to Section 8.1 hereof.
Access to Information; Confidentiality Agreement. (a) Subject to applicable Law and any confidentiality arrangements in favor of any third party, from the date hereof until the earlier of the Closing and the valid termination of this Agreement, solely for purposes of furthering the Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford Investor and its Representatives reasonable access upon reasonable advance request and during normal business hours during the period prior to the earlier of the Closing and the termination of this Agreement to (i) all their respective properties, assets, books, records, agreements, permits, documents, information, officers and employees (in each case, excluding, without limiting the foregoing, information and materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (ii) such additional financial and operating data and other information regarding the Company or its Subsidiaries (or copies thereof) as Investor may from time to time reasonably request; provided that (x) such access shall not unreasonably disrupt the operations of the Company or its Subsidiaries and (ii) none of the Company or any of its Subsidiaries shall be required to disclose any privileged, highly sensitive or competitive information.
(b) The Company and Investor hereby acknowledge that they have previously executed a Confidentiality Agreement, dated July 1, 2019 (the “Confidentiality Agreement”), that shall continue in full force and effect in accordance with its terms.
Access to Information; Confidentiality Agreement. (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law and the terms of any contract of the Company or its subsidiaries, the Company shall:
(a) give to the Purchaser and its representatives reasonable access to the offices, properties, books and records of the Company and its subsidiaries; and
(b) furnish to the Purchaser and its representatives such financial and operating data and other information as such persons may reasonably request.
(2) Any investigation pursuant to this Section 7.4 shall be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its subsidiaries. Neither the Purchaser nor any of its representatives shall contact officers or employees of the Company or any of its subsidiaries except after prior approval of the Chief Executive Officer of the Company, which approval shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, any investigation pursuant to this Section 7.4, including the provision of access and the furnishing of information, shall not in any way be deemed to expand the scope of the Company's representations and warranties in this Agreement.
(3) Notwithstanding Section 7.4(1) or any other provision of this Agreement, the Company shall not be obligated to provide access to, or to disclose, any information to the Purchaser if the Company reasonably determines that such access or disclosure would violate applicable Law or jeopardize any privilege claim by the Company or any of its subsidiaries or interfere unreasonably with the conduct of the business of the Company and its subsidiaries or require any action by the Company outside of normal business hours.
(4) For greater certainty, the Parent and the Purchaser shall treat, and shall cause their respective representatives to treat, all information furnished to them or any of such representatives in connection with the transactions contemplated by this Agreement or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, the Parent and the Purchaser acknowledge and agree that the Company Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.
Access to Information; Confidentiality Agreement. (a) Between the date of this Agreement and the Effective Time, Virginia Gas will (i) give to NUI Holding and its authorized representatives reasonable access during normal business hours to all plants, offices, warehouses and other facilities and to all books and records of Virginia Gas and the Virginia Gas Subsidiaries (other than the Virginia Gas Affiliates), and will use its best efforts to provide such access with respect to the Virginia Gas Affiliates, (ii) permit NUI Holding to make such inspections as it may reasonably request and (iii) cause its officers and those of the Virginia Gas Subsidiaries (other than the Virginia Gas Affiliates) to furnish such financial and operating data and other information in the possession of Virginia Gas or to which Virginia Gas has the right to obtain with respect to the business and properties of the Virginia Gas Companies as may from time to time reasonably be requested. Subject to Section 6.7 hereof, all such information shall be kept confidential in accordance with the Confidentiality Agreement.
(b) Notwithstanding the execution of this Agreement, the Confidentiality Agreement shall remain in full force and effect through the Effective Time and shall be binding upon NUI Holding as if it were a party thereto. Each party hereto waived the provisions of the Confidentiality Agreement as and to the extent necessary to permit the solicitation of votes of the stockholders of Virginia Gas pursuant to the Joint Proxy Statement/Prospectus and to permit consummation of the transactions contemplated hereby. Each party further acknowledges that the Confidentiality Agreement shall survive any termination of this Agreement pursuant to Section 8.1 hereof.
(c) The Virginia Gas Companies shall provide to NUI Holding and its agents access to all real property to which any Virginia Gas Company has, or has the right to obtain, access for the purpose of conducting Phase I environmental assessments. If the results of any Phase I environmental site assessment relating to a location set forth on Exhibit 6.4 attached hereto reasonably indicates that a Phase II environmental site assessment is prudent under the circumstances, Virginia Gas shall provide to NUI Holding and its agents access to conduct such Phase II environmental site assessment. If the results of any Phase I environmental site assessment relating to a location other than a location set forth on Exhibit 6.4 attached hereto reasonably indicates that a Phase II environmental s...
