Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of the Agreement in accordance with Article 10, the Companies shall give Buyer and its authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated hereby (including for the purpose of preparing to own the Ownership Interests and operate the business of the Companies and the Fabri-Kal Subsidiaries after the Closing), during normal business hours to all books, records, offices and other facilities and properties of the Companies and the Fabri -Kal Subsidiaries, and shall make the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Companies and the Fabri-Kal Subsidiaries available to Buyer and their authorized Representatives, as Buyer or its authorized Representatives may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Companies and the Fabri-Kal Subsidiaries and Buyer shall not conduct any invasive sampling or testing of building materials or the environment with respect to any real property. Notwithstanding anything to the contrary in this Agreement, none of the Companies or any Fabri-Kal Subsidiary shall be required to disclose any information to Buyer, or its authorized Representatives, if doing so would (i) violate any agreement or any Law to which the Companies or Fabri-Kal Subsidiary is a party or to which the Companies or Fabri-Kal Subsidiary is subject or (ii) compromise any legal privilege; provided, that if Buyer requests access to information that is subject to such restrictions, Seller shall cause the applicable Company or Fabri-Kal Subsidiary to use its commercially reasonable efforts to (x) disclose such information to the extent permissible by the applicable restriction, and
Appears in 1 contract
Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of the this Agreement in accordance with Article 10, the Companies Company shall give the Buyer and its Merger Sub and their respective authorized Representatives reasonable access, exclusively for purposes related to the transactions contemplated hereby (including for the purpose of preparing to own the Ownership Interests and operate the business of the Companies and the Fabri-Kal Subsidiaries after the Closing), access during normal business hours to all books, records, offices and other facilities and properties of the Companies Company and each Company Subsidiary as the Fabri -Kal SubsidiariesBuyer, and shall make the officers, employees, consultants, agents, accountants, attorneys and other Representatives Merger Sub or any of the Companies and the Fabri-Kal Subsidiaries available to Buyer and their authorized Representatives, as Buyer or its respective authorized Representatives may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses Business or operations of the Companies Company and the Fabri-Kal Company Subsidiaries and none of the Buyer shall not nor any of its Affiliates shall, directly or indirectly, conduct or cause any invasive sampling or testing of building materials or the environment with respect to the Real Property or any real propertyother property of the Company or the Company Subsidiaries without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, none of neither the Companies or Company nor any Fabri-Kal Company Subsidiary shall be required to disclose any information to the Buyer, Merger Sub or its any of their respective authorized Representatives, if doing so would could (i) violate any agreement or any Law to which the Companies Company or Fabri-Kal any Company Subsidiary is a party or to which the Companies Company or Fabri-Kal any Company Subsidiary is subject or (ii) compromise result in the waiver of any legal privilege; provided, that if Buyer requests access to information that is subject to such restrictions, Seller shall cause privilege or work product protection of the applicable Company or Fabri-Kal Subsidiary to any Company Subsidiary; provided that the Company shall use its commercially reasonable efforts to (x) disclose such information in a manner as not to violate such agreement, Law, privilege or protection; and provided further that the Company shall not be required to disclose to the Buyer, Merger Sub or any of their respective authorized Representatives, any information related to the sale of the Company and the Company Subsidiaries, including valuations and materials related to the negotiation of this Agreement. The Buyer shall indemnify and hold harmless the Company and the Company Subsidiaries for any Losses actually incurred by the Company or its Subsidiaries to the extent permissible that are directly caused by any negligent act or omission of the Buyer, Merger Sub or their officers and other authorized Representatives in connection with any such investigation conducted by the applicable restrictionBuyer, andMerger Sub or their officers and other authorized Representatives pursuant to this Section 7.3(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quanta Services, Inc.)
Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of the Agreement in accordance with Article 10, the Companies Company and the Guarantor shall give the Buyer and its authorized Representatives representatives reasonable access, exclusively for purposes related to the transactions contemplated hereby (including for the purpose of preparing to own the Ownership Interests and operate the business of the Companies and the Fabri-Kal Subsidiaries after the Closing), access during normal business hours to all books, records, offices and other facilities facilities, personnel and properties of the Companies Company and each Company Subsidiary as the Fabri -Kal SubsidiariesBuyer, and shall make the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Companies and the Fabri-Kal Subsidiaries available to Buyer and their authorized Representatives, as Buyer or its authorized Representatives representatives may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses business or operations of the Companies Company and the Fabri-Kal Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing of building materials or the environment with respect to any real propertythe Leased Real Property. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, none of (i) neither the Companies or Company nor any Fabri-Kal Company Subsidiary shall be required to disclose any information to Buyer, the Buyer or its authorized Representativesrepresentatives, if doing so would (i) could violate any agreement or any Law Contract to which the Companies Company or Fabri-Kal any Company Subsidiary is a party or to which the Companies Company or Fabri-Kal any Company Subsidiary is subject or (ii) compromise any legal privilege; subject, provided, however, that if Buyer requests access to information that is subject to such restrictions, Seller the Company shall cause the applicable Company or Fabri-Kal Subsidiary to use its all commercially reasonable efforts to (x) disclose seek waivers to provide such information and shall provide redacted copies of such information to the extent permissible by if waivers cannot be obtained, (ii) with the applicable restrictionprior written consent of the Company, andwhich consent shall not be unreasonably withheld, conditioned or delayed, the Buyer and its authorized representatives shall be permitted to contact the customers, suppliers and other business relationships of the Company and the Company Subsidiaries, and (iii) the limited partners of investment funds affiliated with Siris Capital Group, LLC and their Related Persons, and their respective Representatives shall be “Representatives” of the Buyer for purposes of the Confidentiality Agreement.
Appears in 1 contract
Access to Information; Confidentiality; Public Announcements. (a) During the period from 5.4.1 From the date of this Agreement to hereof until the earlier of the Closing Date Time and the termination of this Agreement, subject to compliance with applicable Law and the Agreement terms of any existing Contracts and provided that it would not unreasonably interfere with the business and affairs of Niobec or the Subsidiary or may result in accordance with Article 10a waiver of solicitor-client or other legal privilege, IAMGOLD shall, upon prior written notice, permit the Companies shall give Buyer Purchaser and its authorized Representatives officers, employees, agents and representatives reasonable access, exclusively for purposes related to the transactions contemplated hereby (including for the purpose of preparing to own the Ownership Interests and operate the business of the Companies and the Fabri-Kal Subsidiaries after the Closing), access during normal regular business hours to all Niobec’s and the Subsidiary’s books, records, offices Contracts and, with XXXXXXX’s prior written consent (such consent not to be unreasonably withheld), facilities, including the Niobec Immovable Property, Niobec Mine and other facilities and properties of the Companies and the Fabri -Kal SubsidiariesNiobec Property, and shall make furnish the Purchaser and its officers, employees, consultantsagents and representatives with all data and information regarding Niobec and the Subsidiary as the Purchaser may reasonably request and shall allow the Purchaser to perform such assessments, agentsinvestigations, accountantsaudits and analysis as the Purchaser may reasonably wish to undertake. IAMGOLD shall provide the Purchaser and its officers, attorneys employees, agents and other Representatives representatives with reasonable access to Xxxxxxxx Xxx-Xxxxx, Vice President and General Manager of Niobec, Xxxxxxx Xxxx, Vice President of Niobec or any officers, employees, agents or representatives of Niobec to which Xxxxxxxx Xxx-Xxxxx or Xxxxxxx Xxxx consent in writing (such consent not to be unreasonably withheld, conditioned or delayed). Except as expressly provided in the immediately preceding sentence, neither the Purchaser nor any of its officers, employees, agents or representatives shall have any written or oral communications with any of the Companies and employees of Niobec or the Fabri-Kal Subsidiaries available Subsidiary without XXXXXXX’s prior written consent. The Purchaser will be entitled to Buyer and their authorized Representatives, as Buyer or its authorized Representatives may nominate from time to time reasonably requesta representative of the Purchaser acceptable to IAMGOLD, acting reasonably, solely to observe (and, for certainty, not to vote) at any and all in person meetings of the board of directors or other material board committees of Niobec; providedprovided that such observer shall be bound by obligations of confidentiality satisfactory to IAMGOLD, howeveracting reasonably, that and shall not be permitted to attend any portion of any such access shall be conducted in a manner not to unreasonably interfere with the businesses meeting at which commercially or operations of the Companies and the Fabri-Kal Subsidiaries and Buyer shall not conduct any invasive sampling or testing of building materials or the environment with respect to any real property. Notwithstanding anything to the contrary in this Agreementcompetitively sensitive information, none of the Companies or any Fabri-Kal Subsidiary shall matter relating to this Agreement that could prejudice IAMGOLD if the observer were to be required in attendance, is to disclose any information to Buyer, or its authorized Representatives, if doing so would (i) violate any agreement or any Law to which the Companies or Fabri-Kal Subsidiary is a party or to which the Companies or Fabri-Kal Subsidiary is subject or (ii) compromise any legal privilege; provided, that if Buyer requests access to information that is subject to such restrictions, Seller shall cause the applicable Company or Fabri-Kal Subsidiary to use its commercially reasonable efforts to (x) disclose such information to the extent permissible by the applicable restriction, andbe discussed.
Appears in 1 contract
Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and the termination of the this Agreement in accordance with Article 109, the Companies Company shall give Buyer Parent and its authorized Representatives Representatives, reasonable access, exclusively for purposes related to the transactions contemplated hereby (including for the purpose of preparing to own the Ownership Interests and operate the business of the Companies and the Fabri-Kal Subsidiaries after the Closing), access during normal business hours to all books, records, offices and other facilities and properties of the Companies Company Group as Parent and the Fabri -Kal Subsidiaries, and shall make the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Companies and the Fabri-Kal Subsidiaries available to Buyer and their authorized Representatives, as Buyer or its authorized Representatives may from time to time reasonably request; provided, however, that (i) any such access shall be subject to the Company Group’s reasonable security measures and insurance requirements and conducted in a manner not to unreasonably interfere with the businesses or operations of the Companies Company Group, (ii) Parent and the Fabri-Kal Subsidiaries and Buyer its Representatives shall not conduct any invasive sampling contact or testing otherwise communicate with the employees, customers or suppliers of building materials or the environment Company Group in connection with respect to any real property. Notwithstanding anything the transactions contemplated hereby unless (x) approved in writing in advance by the Company, (y) such contact is in the ordinary course of Parent’s business consistent with past practice and unrelated to the contrary in this Agreementtransaction contemplated hereby, none or (z) such contact is with the employees of the Companies Company Group listed on Section 6.2(a) of the Disclosure Letter and relates to post-closing integration, transitional or any Fabri-Kal Subsidiary employment matters, (iii) the Company shall not be required to disclose any information to Buyer, Parent or its authorized Representatives, Representatives if doing so would (i) violate the confidentiality provisions under any agreement or any Law Contract to which any member of the Companies or Fabri-Kal Subsidiary Company Group is a party or to which any member of the Companies Company Group is subject, (iv) Parent and its authorized Representatives shall not conduct any invasive sampling of the Environment or Fabri-Kal Subsidiary is subject building materials at any such facilities or properties, and (iiv) compromise any legal privilege; provided, that if Buyer requests nothing herein shall require the Company to furnish to Parent or provide Parent with access to information that is subject to such restrictionsattorney-client privilege; provided, Seller that in connection with the foregoing clauses (i) through (v), the Company shall cause the applicable Company or Fabri-Kal Subsidiary to use its commercially reasonable best efforts to (x) disclose make alternative arrangements in order to provide such information to or access if requested by Parent in a manner that would not unreasonably interfere with the extent permissible by operations of the applicable restrictionCompany Group or otherwise violate any Contract, andduty or privilege of the Company Group (collectively the “Access and Assistance Limitations”).
Appears in 1 contract
