Access to Information; Confidentiality; Cooperation. (a) Subject to applicable Law, the Company shall, and shall cause each Company Subsidiary to, afford to Parent and to the Representatives of Parent reasonable access during normal business hours, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, books and records and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish reasonably promptly to Parent all other information concerning its business, properties and personnel as Parent may reasonably request for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or any Company Subsidiary); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would (a) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); (b) result in the loss of any attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); or (c) violate any Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 7.02 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 7.02 shall be subject to the confidentiality agreement, dated as of June 21, 2019 between Parent and the Company (the “Confidentiality Agreement”).
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Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Carbonite Inc)
Access to Information; Confidentiality; Cooperation. (a) Subject to applicable Applicable Law, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, afford to Parent and to the Representatives of Parent reasonable access during normal business hours, upon reasonable advance notice, during the period prior to the Effective TimeClosing Date (or the earlier termination of this Agreement in accordance with its terms), (i) afford Parent and Parent’s Representatives reasonable access, upon reasonable advance notice (and in any event not less than twenty-four (24) hours’ notice), and during normal business hours, to all of their respective properties, books books, records, Contracts, officers and records and, during such period, the Company shall, employees and shall cause each Company Subsidiary to, (ii) furnish reasonably as promptly as practicable to Parent all such other information concerning its business, properties and personnel as Parent may be reasonably request for any reasonable business purpose related to the consummation of the transactions contemplated requested by this Agreement (Parent; provided, however, that in each casecase of clauses (i) and (ii), Parent and its Representatives shall conduct any such activities in a manner so as to not unreasonably interfere in any material respect with the normal business operations of the Company or its Subsidiaries and Parent and Parent’s Representatives shall not be permitted to conduct any Company Subsidiary); providedinvasive environmental assessment. Notwithstanding the foregoing, however, that the Company shall not be required to permit provide such access or make furnish such disclosure, information if the Company reasonably determines that doing so could reasonably be likely to the extent it determines, after consultation with outside counsel, that such disclosure or access would (ai) violate the terms of any confidentiality agreement or other Contract with or obligation of confidentiality owed to a third party party, (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); (bii) result in the waiver or loss of any attorney-client or other legal privilege or (provided that iii) violate any Applicable Law or Order or expose the Company shall use its commercially reasonable efforts to allow an unreasonable risk of liability for such disclosure of sensitive or personal information. If the Company does not provide access or disclosure in a manner that does not result in information pursuant to the immediately preceding sentence, the Company shall, to the extent possible without violating any agreement or Applicable Law or Order or risking a loss of attorney-client privilege); or (c) violate any Law (provided that , inform Parent as to the Company general nature of what is being withheld and shall use its commercially reasonable best efforts to provide enable such access information to be furnished or make such disclosure in a manner that does not violate Law)made available to Parent or its Representatives without so jeopardizing privilege or protection, incurring liability, or contravening applicable Law or any Contract or obligation. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 7.02 6.02(a) to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are or could reasonably expected to become adverse parties. The Company may, as it deems advisable and necessary, designate any competitively sensitive material to be provided to Parent under this Section 6.02 (a) as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside counsel of the recipient pursuant to the terms of an agreement with respect thereto on terms that are reasonably acceptable to the Company and pursuant to which such information will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in advance from the Company or its legal counsel. All requests for information exchanged made pursuant to this Section 7.02 6.02(a) shall be directed to such Person(s) as are designated by the Company. All information made available pursuant to this Section 6.02(a), including all information and/or discussions resulting from any access provided pursuant to this Section 6.02(a), shall be subject to the confidentiality agreement, dated as of June 21September 10, 2019 2018, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement and continue in full force and effect in accordance with the terms set forth therein.
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Access to Information; Confidentiality; Cooperation. (a) Subject to applicable Law, the Company shall, and shall cause each Company Subsidiary to, afford to Parent and to the Representatives of Parent reasonable access during normal business hours, upon reasonable advance notice, during the period prior to the Effective TimeInterim Period, to all their respective employees, properties, books and records records, Contracts, information technology systems and, during such period, the Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to furnish reasonably promptly to Parent all other information available to it and prepared in the Ordinary Course of Business concerning its business, properties and personnel as Parent may reasonably request for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or any Company SubsidiarySubsidiary and solely for purposes that are, in good faith, directly and actually related to, and explicitly necessary for, the consummation of the Merger or the post-Closing integration of the Company and the Company Subsidiaries with Parent and its Subsidiaries); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it reasonably determines, after consultation with outside legal counsel, that such disclosure or access would be reasonably likely to: (ai) violate the terms of any confidentiality agreement or of other Contract with a third party (provided provided, that the Company shall at Parent’s written request use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); (bii) result in the loss of any attorney-client privilege or protection for work product prepared for or in anticipation of litigation (“Work Product Protection”) (provided that the Company shall reasonably cooperate with Parent and use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilegeprivilege or Work Product Protection); or (ciii) violate any Law (provided that the Company shall reasonably cooperate with Parent and use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained ; provided, further, in this Agreement to the contrary, case of each of the foregoing clauses (i) through (iii) that the Company shall not be required to provide any access or make any disclosure has given notice to Parent pursuant to this Section 7.02 to of the extent fact that it is not providing such access or disclosure, including a description of the general nature of the information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse partiesbeing withheld. All information exchanged pursuant to this Section 7.02 7.2 shall be subject to the confidentiality agreementMutual Nondisclosure Agreement, dated as of June 21October 20, 2019 2022 between Parent and the Company (the “Confidentiality Agreement”).
Appears in 1 contract
Access to Information; Confidentiality; Cooperation. (a) Subject to applicable LawFrom the date hereof until the earlier of the Effective Time or the date on which this Agreement is terminated in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, afford to Parent Parent, and to the Representatives of Parent Parent's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives, reasonable access during normal business hours, hours and upon reasonable advance notice, prior notice from Parent during the period prior to the Effective Time, Time to all their respective properties, books books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish reasonably promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of supranational, national, federal, state, local or municipal (whether domestic or foreign) Law and (b) all other information concerning its business, properties and personnel as Parent may reasonably request for any reasonable business purpose related request. All information exchanged pursuant to this Section 6.03 shall be subject to the consummation Mutual Non-Disclosure Agreement dated as of the transactions contemplated by this Agreement (in each caseJanuary 30, in a manner so as to not interfere in any material respect with the normal business operations of 2008 between the Company or any Company Subsidiaryand Parent (the "Confidentiality Agreement"); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would (a) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the . The Company shall use its commercially reasonable best efforts to obtain facilitate access to the required consent Company's customers, partners and prime contractors of such third party Material Contracts to such access or disclosure); (b) result in the loss of any attorney-client privilege (provided that which the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in Company Subsidiary is a loss of attorney-client privilege); or (c) violate any Law (provided that subcontractor, including without limitation joint venture and teaming partners, by Parent and Parent's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives, either together with the Company shall use its commercially reasonable efforts or otherwise with the Company's prior written consent, during normal business hours prior to provide such access or make such disclosure in a manner that does not violate Law)the Effective Time for the purpose of discussions and information requests. Notwithstanding anything contained in this Agreement to the contraryforegoing, the Company shall not be required to provide access to, or cause the Company Subsidiaries to provide access to, any access information or make documents which would, in the reasonable judgment of the Company, (i) breach any disclosure to Parent pursuant to this Section 7.02 to the extent such access or information is reasonably pertinent to a litigation where agreement of the Company or any Company Subsidiary with any third-party including for these purposes considerations regarding the terms reasonably expected to be included in a Special Security Agreement or other agreement to mitigate FOCI), (ii) constitute a waiver of its Affiliates, on the one hand, and Parent attorney-client or other privilege held by the Company or any Company Subsidiary, (iii) otherwise violate any applicable Laws, or (iv) which would result in a competitor of its Affiliates, on the other hand, are adverse partiesCompany or any Company Subsidiary receiving material information which is competitively sensitive. All information exchanged pursuant to this Section 7.02 shall be subject to the confidentiality agreement, dated as of June 21, 2019 between Parent and the Company (shall cooperate and consult with each other to develop announcement materials and undertake discussions with customers, partners and prime contractors of Material Contracts to which the “Confidentiality Agreement”)Company or a Company Subsidiary is a subcontractor, and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party, in each case, in a manner that would not unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
Access to Information; Confidentiality; Cooperation. (a) Subject to applicable Law, the Company shall, and shall cause each Company Subsidiary to, afford to Parent and to the Representatives of Parent reasonable access during normal business hours, upon reasonable advance notice, during the period prior to the Effective TimeInterim Period, to all their respective employees, properties, books and records records, Contracts, information technology systems and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish reasonably promptly to Parent all other information available to it concerning its business, properties and personnel as Parent may reasonably request for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or any Company Subsidiary); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it reasonably determines, after consultation with outside legal counsel, that such disclosure or access would would: (ai) violate the terms of any confidentiality agreement or of other Contract with a third party (provided provided, that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); (bii) result in the loss of any attorney-client privilege or protection for work product prepared for or in anticipation of litigation (“Work Product Protection”) (provided that the Company shall reasonably cooperate with Parent and use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilegeprivilege or Work Product Protection); or (ciii) violate any Law (provided that the Company shall reasonably cooperate with Parent and use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained ; provided, further, in this Agreement to the contrary, case of each of the foregoing clauses (i) through (iii) that the Company shall not be required to provide any access or make any disclosure has given notice to Parent pursuant to this Section 7.02 to of the extent fact that it is not providing such access or disclosure, including a description of the general nature of the information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse partiesbeing withheld. All information exchanged pursuant to this Section 7.02 shall be subject to the confidentiality agreementMutual Nondisclosure Agreement, dated as of June 21September 22, 2019 2018 between Parent Fortress Investment Group LLC and the Company (the “Confidentiality Agreement”)).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Finjan Holdings, Inc.)
Access to Information; Confidentiality; Cooperation. (a) Subject to applicable Law, the Company shall, and shall cause each Company Subsidiary to, afford to Parent and to the Representatives of Parent reasonable access during normal business hours, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, books and records and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish reasonably promptly to Parent all other information concerning its business, properties and personnel as Parent may reasonably request for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or any Company Subsidiary); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would (ai) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure); (bii) result in the loss of any attorney-client privilege (provided that the Company shall use its commercially reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege); or (ciii) violate any applicable Law (provided that the Company shall use its commercially reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 7.02 6.3 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 7.02 6.3 shall be subject to the confidentiality agreementMutual Non-Disclosure Agreement, dated as of June 2112, 2019 between Parent and the Company (the “"Confidentiality Agreement”").
Appears in 1 contract
