Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 3 contracts
Samples: Merger Agreement (Sybron Dental Specialties Inc), Merger Agreement (Danaher Corp /De/), Merger Agreement (Danaher Corp /De/)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law, from the date hereof through of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly provide to Parent (a) a copy of each material reportand Parent’s Representatives reasonable access during normal business hours upon reasonable prior notice to the officers, schedule, registration statement employees and other document filed by it personnel, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any Governmental Entity and applicable Law at the Effective Time); provided, however, that (bx) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide access to or to disclose any such information to the extent such access or disclosure would jeopardize result in the loss of attorney-client privilege of such Person the Company or contravene any applicable Law, in which latter case of its Subsidiaries (provided that the Company and its Subsidiaries shall provide use their reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege) and (y) the Company may limit physical access to or disclose such information to the fullest extent permitted by such Law properties, offices and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit facilities of the Company and its Subsidiaries to provide Parent (orthe extent the Company reasonably determines, if necessaryin light of COVID-19, that such access would jeopardize the health and safety of any employee of the Company or its counsel or other representatives in lieu of Parent) access to Subsidiaries or to disclose the extent necessary to comply with applicable Laws.
(b) Without limiting the generality of the foregoing, the Company covenants and agrees that, between the date of this Agreement and the Effective Time, the Company shall keep Parent reasonably informed as to the Company’s FDA regulatory strategy with respect to non-immaterial communications with FDA, pre-submissions to FDA, submissions to FDA, and any other regulatory issues under consideration for presentation to FDA, including IDEs, clinical trials (whether new or on-going), and medical technology, including by providing copies of material information to Parent; provided, that the Company shall not be required to provide such information. Parent information to the extent providing such information would result in the loss of attorney-client privilege of the Company or any of its Subsidiaries (provided that the Company and its Subsidiaries shall hold any use their reasonable best efforts to provide such information in confidence a manner that does not result in a loss of attorney-client privilege). In order to keep Parent reasonably informed regarding the Company’s regulatory relationship with FDA, the Company also agrees to in a reasonably timely manner provide Parent with any and all material communications with FDA with respect to its pre-submissions, submissions, and other non-immaterial regulatory issues such as IDEs, clinical trials (whether new or on-going), medical technology and any other subject which would likely have a material impact on the Company’s current or future business. Nothing contained in this Section 7.03(b) is intended to give Parent, directly or indirectly, the right to control or direct the FDA regulatory strategy of the Company or its Subsidiaries prior to the extent required byEffective Time.
(c) Except as otherwise prohibited by applicable Law, from the date of this Agreement until the Effective Time, Parent shall, and shall cause its Subsidiaries to, provide to the Company and the Company’s Representatives reasonable access during normal business hours upon reasonable prior notice to Parent’s personnel and records on a basis consistent with the Company’s access to such personnel and records prior to the date hereof in connection with the Company’s due diligence review of Parent and its Subsidiaries in connection with the Transactions.
(d) All information obtained by the parties hereto pursuant to this Section 7.03 shall be kept confidential in accordance withwith the Confidentiality Agreement.
(e) No investigation pursuant to this Section 7.03 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the provisions obligations of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyparties hereto.
Appears in 3 contracts
Samples: Merger Agreement (Grail, LLC), Merger Agreement (Grail, LLC), Merger Agreement (Illumina, Inc.)
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement to the earlier of the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent Time and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such termination of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information this Agreement in accordance with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionArticle 8, the Company shall, and shall cause each of its Subsidiaries to: (i) provide to the Acquirors and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available upon prior notice to the Company’s personnel. Neither , to the Company nor Real Property (including to undertake Phase I Environmental Site Assessment and to the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof and (ii) promptly furnish such information concerning the business, properties (including the Company Real Property), Contracts, assets and liabilities of the Company and each of its Subsidiaries as the Acquirors or its Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries shall be required to provide to) afford such access to or to disclose furnish such information to the extent that the Company reasonably believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its reasonable best efforts to allow for such access or disclosure would jeopardize the in a manner that does not result in a loss of attorney-client privilege of such Person privilege), or (B) breach, contravene or violate any applicable Law, in which latter case including Gaming Laws.
(b) Each of the Acquirors and Merger Sub agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the Transactions. The confidentiality agreements, dated as of January 18, 2018, by and between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company and Gaming and Leisure Properties, Inc. (as it may be amended from time to time, the “Confidentiality AgreementAgreements”). Any investigation , shall apply with respect to information furnished under this Section 6.2 by Parent shall not affect the representations Company, its Subsidiaries and warranties their Representatives, and each of the CompanyAcquirors and Merger Sub agree to be bound by the terms and conditions thereof as if each of them were any original signatory thereto.
Appears in 3 contracts
Samples: Merger Agreement (Eldorado Resorts, Inc.), Merger Agreement (Gaming & Leisure Properties, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the date hereof through loss or waiver of any attorney-client (or other legal) privilege, during the Effective Time, upon reasonable notice and subject to applicable LawPre-Closing Period, the Company shall (and shall cause its the Company Subsidiaries to), under the supervision of appropriate personnel of the Company and their respective representatives in such a manner as not to afford unreasonably interfere with the normal operation of the business of the Company or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Purchaser and Company by Parent, to their respective the officers, employees, accountantsagents, counselproperties, financial advisors offices and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees facilities of the Company and its the Company Subsidiaries and such financial and operating data and such other information with respect to the business books and operations records thereof and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Company Products, Contracts, assets, liabilities, personnel and other aspects of the Company and its the Company Subsidiaries as Parent, the Purchaser Parent or Parent its Representatives may reasonably request. In addition; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would result in (A) the violation of applicable law, (B) the loss or waiver of any attorney-client (or other legal) privilege, (C) the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger or (D) the breach or violation of the provisions of any Contract to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions); provided, further, that, in the case of the foregoing clause (A), the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required use reasonable best efforts to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable in a manner that does not violate Law, in which latter the case of the foregoing clause (B), the Company and shall use its Subsidiaries shall provide reasonable best efforts to allow for such access to or disclose disclosure (or as much of it as possible) in a manner that would not result in a loss of such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsprivilege, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence including to the extent required byrequested by Parent and if applicable, and by entering into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (C), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board’s consideration of the Merger where such materials, minutes or resolutions include matters that are not related to the Company Board’s consideration of the Merger.
(b) All information obtained by Xxxxxx, Merger Sub or their respective Representatives pursuant to this Section 6.02 shall be kept confidential in accordance withwith the Confidential Disclosure Agreement, the provisions of the letter agreement dated as of March 13November 6, 2006, between Parent and the Company 2023 (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by , between Parent and the Company.
(c) Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause their respective Representatives not affect to, contact or otherwise communicate with the representations and warranties employees (other than members of the Company’s senior leadership team), customers, suppliers or distributors of the Company and any Company Subsidiaries regarding the business of the Company or any Company Subsidiary, this Agreement or the Transactions without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided that nothing in this Section 6.02(c) shall prevent Parent, Merger Sub or their respective Affiliates from contacting or otherwise communicating in the ordinary course of business with such customers, suppliers or distributors so long as such communications do not address or otherwise relate to the Company, any Company Subsidiary, their respective businesses, this Agreement or the Transactions.
(d) No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.
Appears in 2 contracts
Samples: Merger Agreement (Boston Scientific Corp), Merger Agreement (Axonics, Inc.)
Access to Information; Confidentiality. From (a) To the date hereof through the Effective Time, upon reasonable notice and subject to extent permitted by applicable Law, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors, financing sources (and their advisors) and other Representatives, reasonable access during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records, and, during such period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided that such access and inspections shall not unreasonably disrupt the operations of the Company or its Subsidiaries; and provided further, that the Company shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in a violation of law, result in the loss of attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege, including through the use of joint defense agreements) or which are subject to confidentiality obligations owing to third parties. Without limiting the foregoing, between the date hereof and the Effective Time, the Company shall (and shall cause its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger (including debt and/or equity financing), including, without limitation, cooperating with the Parent in obtaining appraisals of the assets of the Company and its Subsidiaries, sending notices to reflect the change of control, obtaining reasonable access to the Company’s accountants and their work papers, making employees of the Company and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Company and its Subsidiaries. In addition, the Company shall deliver estimated and reasonably detailed final monthly financial results and statements to Parent as promptly as practicable following each of their preparation at the end of each fiscal month. Nothing contained in this Agreement shall give to Parent or its Subsidiaries, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time in any unlawful manner.
(b) Except for disclosures expressly permitted by the terms of the Mutual Non-Disclosure Agreement effective as of November 2005 between Parent and the Company (the “Confidentiality Agreement”), (i) Parent shall hold, and shall cause its Subsidiaries and their respective representatives directors, officers, employees, accountants, counsel, financial advisors and other Representatives to afford to Parent hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and (ii) the Purchaser Company shall hold, and to shall cause its Subsidiaries and their respective officers, employees, accountants, counsel, financial advisors and other representatives Representatives to hold, all information received from the Parent, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement.
(c) No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement shall affect the “Parent Representatives”) reasonable access during normal business hours to such representations, warranties, covenants or agreements of the properties, books, contracts, commitments, records, officers and employees parties (or remedies with respect thereto) or the conditions precedent to the obligations of the Company and its Subsidiaries and parties under this Agreement to effect the Closing or otherwise (i.e., no such financial and operating data and such other investigation, information with respect to the business and operations or knowledge of the Company and its Subsidiaries as Parentany event, the Purchaser fact, or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries circumstance shall be required deemed to provide access vitiate any rights of any party hereto).
(d) The Company shall use its best efforts to or to disclose information to file with the extent such access or disclosure would jeopardize the attorneySEC when due under law its Reports on Form 10-client privilege of such Person or contravene any applicable Law, in which latter case the Company K and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.Form 10-Q.
Appears in 2 contracts
Samples: Merger Agreement (Advo Inc), Merger Agreement (Valassis Communications Inc)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the (a) The Company shall and shall cause its Subsidiaries afford to Parent, Merger Sub and their respective representatives to afford to Parent and the Purchaser and to their respective officersRepresentatives, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours and upon reasonable advance notice, under the supervision of the Company’s or its Subsidiaries’ personnel and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to such Article IX to all of the properties, books, contracts, commitments, records, officers books and employees records of the Company and its Subsidiaries Subsidiaries, and, during such period, the Company shall furnish as promptly as practicable to Parent all information concerning the business, properties and such financial and operating data and such other information with respect to the business and operations personnel of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionNotwithstanding the foregoing, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide access to or to disclose information to where the extent Company reasonably determines that such access or disclosure would jeopardize the protection of the attorney-client or any other privilege of such Person or the Company, contravene any applicable Law, in any fiduciary duty or any Contract to which latter case the Company is a party or cause significant competitive harm to the Company and its Subsidiaries shall provide access business if the transactions contemplated by this Agreement are not consummated, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided, that such access and information shall be granted or made available, as applicable, to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide external counsel for Parent (orsubject to external counsel entering into a customary common interest agreement with the Company, if necessary, its counsel or other representatives in lieu of Parenton terms mutually agreeable to Parent and the Company) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required byfor the purpose of complying with applicable Laws, including Antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not contact any suppliers to, or customers of, the Company or its Subsidiaries and Parent shall have no right to perform invasive or subsurface investigations of any owned or leased real property of the Company or its Subsidiaries.
(b) Parent and the Company shall comply with, and in accordance shall cause their respective Representatives to comply with, all of their respective obligations under the provisions of the letter agreement Confidentiality Agreement, dated as of March 13February 17, 20062012, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent , which shall not affect survive the representations and warranties termination of this Agreement in accordance with the Companyterms set forth therein.
Appears in 2 contracts
Samples: Merger Agreement (Easylink Services International Corp), Merger Agreement (Open Text Corp)
Access to Information; Confidentiality. (a) From the date hereof through until the Effective TimeClosing Date, upon reasonable notice Seller will (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the offices, properties, books and records of Seller relating to the Business, (ii) furnish to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller to cooperate with Buyer in its investigation of the Business. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other business of Seller. Notwithstanding the foregoing, Buyer shall not have access to personnel records of Seller relating to individual performance or evaluation records, medical histories or other information which in Seller's good faith opinion is sensitive or the disclosure of which could subject Seller to applicable Lawrisk of liability. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder.
(b) For a period five (5) years after the Company shall Closing, Seller and shall its Affiliates will hold, and will use their best efforts to cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, directors, employees, accountants, counsel, financial consultants, advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours agents to such of the propertieshold, booksin confidence, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information concerning the Business, except to the extent that such access information can be shown to have been (i) previously known on a nonconfidential basis by Seller, (ii) in the public domain through no fault of Seller or disclosure would jeopardize its Affiliates or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the attorney-client privilege Business. The obligation of such Person or contravene any applicable Law, in which latter case the Company Seller and its Subsidiaries shall provide access Affiliates to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information.
(c) For a period of five (5) years after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records, information, employees and auditors to the extent required bynecessary or useful for Buyer in connection with any audit, and in accordance withinvestigation, dispute or litigation or any other reasonable business purpose relating to the provisions Business; PROVIDED that any such access by Buyer shall not unreasonably interfere with the conduct of the letter agreement dated as business of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”)Seller. Any investigation by Parent Buyer shall not affect the representations and warranties bear all of the Companyout-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing.
Appears in 2 contracts
Samples: Transaction Agreement (Insilco Holding Co), Transaction Agreement (Insilco Corp/De/)
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement to the earlier of the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent Time and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such termination of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information this Agreement in accordance with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionArticle 7, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly to (i) provide to Parent and Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, financing sources (aincluding the Financing Sources) and authorized agents (collectively, the “Parent Representatives”) reasonable access, during normal business hours in such a copy manner as not to interfere unreasonably with the operation of each material reportany business conducted by the Company and the Company Subsidiaries, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available upon prior written notice to the Company’s personnel. Neither , to the officers, employees, properties, Company Permits, offices and other facilities of the Company nor any and the Company Subsidiaries and to the books and records thereof, (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning the business, properties, Contracts, Company Permits, personnel, assets and liabilities of its the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that the Company shall not be required to provide access to (or to disclose cause any Company Subsidiary to) afford such access or furnish such information to the extent such access or disclosure that the Company believes, in its reasonable good faith judgment, that doing so would jeopardize (A) result in the loss of attorney-client privilege client, work product or other privilege, (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any Third Party, or otherwise breach, contravene or violate any such Person effective Contract to which the Company or any Company Subsidiary is a party or (C) breach, contravene or violate any applicable LawLaw (including Competition Laws); provided, in which latter case that the Company and shall use its Subsidiaries shall provide access reasonable best efforts to or disclose cause such information to be provided in a manner that would not violate the fullest extent permitted by foregoing.
(b) Each of Parent and Merger Sub hereby agrees that all information provided to it or any Parent Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Information,” as such Law term is used in, and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and be treated in accordance with, the provisions of the letter agreement dated confidentiality agreement, effective as of March 137, 20062018, between Parent and the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Taylor Morrison Home Corp), Merger Agreement (AV Homes, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject Subject to applicable Law, during the Company shall Pre-Closing Period and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) upon reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionprior notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and its Representatives reasonable access to all their respective properties, books, contracts, commitments, personnel and records and, during the Pre-Closing Period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of Federal or state securities Laws other than those publicly available in the SEC’s XXXXX (or successor) system; and (b) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that (i) the internal Company may withhold any document or external reports prepared by it and/or its Subsidiaries in the ordinary course information that are reasonably required by Parent promptly after such reports are made available (A) is subject to the Company’s personnel. Neither terms of a confidentiality agreement with a third party in effect as of the date of this Agreement (provided that the Company nor shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); or (B) is subject to any of attorney-client, attorney work product or other similar privilege (provided that the Company shall use its Subsidiaries shall be required reasonable best efforts to provide access to or to disclose information to the extent allow for such access or disclosure would jeopardize the (or as much of it as possible) in a manner that does not result in a loss of such attorney-client privilege client, attorney work product or other similar privilege); and (ii) if, in the reasonable judgment of the Company, any Law (including antitrust Laws) applicable to the Company requires the Company or its Affiliates to restrict or prohibit access to any such Person properties or contravene information, the Company or its Affiliates may so restrict or prohibit such access, including by designating such information as “Clean Team Only” or “Outside Counsel Only” pursuant to a customary Clean Team Confidentiality Agreement agreed between the parties. If any material is withheld by the Company pursuant to the proviso to the preceding sentence, the Company shall inform Xxxxxx as to the general nature of what is being withheld and the Company shall use reasonable best efforts to enter into an alternative arrangement, including a “clean-team” agreement, pursuant to which such information may be shared without violating such applicable Law, in which latter case the Company and its Subsidiaries . All information exchanged pursuant to this Section 6.5 shall provide access to or disclose such information be subject to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, Mutual Confidential Disclosure Agreement between Parent and the Company and dated as of August 17, 2023, as amended (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Markforged Holding Corp), Merger Agreement (Nano Dimension Ltd.)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof through or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall (and shall cause its the Subsidiaries and their respective representatives to afford to), at Parent's expense: (i) provide to Parent and to the Purchaser and to their respective officers, directors, employees, accountants, consultants, legal counsel, financial advisors financing sources, agents and other representatives (the “collectively, "Representatives") of Parent Representatives”) reasonable access access, during normal business hours and upon reasonable prior notice by Parent, to such of the officers, employees, agents, properties, books, contracts, commitments, records, officers offices and employees other facilities of the Company and its the Subsidiaries and such financial and operating data and such other information with respect to the business books and operations records thereof, and (ii) furnish promptly to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its the Subsidiaries as Parent, the Purchaser Parent or Parent its Representatives may reasonably request. In additionWithout limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company's properties, provided, however, (A) that unless reasonably required by the financing sources in connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of samples or any such performance of invasive testing conducted pursuant to this Section 6.02 shall be reasonably acceptable to the Company, implemented in a manner that does not disrupt the operations of the Company or any of the Subsidiaries, and paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or from which, or that has otherwise been affected by, any taking and analyzing of samples or performance of invasive testing conducted pursuant to this Section 6.02, in all material respects, to the condition existing at such site prior to the taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Company shallSubsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them arising out of any personal injury or physical damage resulting from any appraisal or inspection conducted pursuant to this Section 6.02, except that, Parent and Merger Sub shall cause each have no obligation to so indemnify or hold harmless to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties result from the negligence of its Subsidiaries tothe Company, furnish promptly to Parent (a) a copy the Subsidiaries, or one of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and their Representatives.
(b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required All information obtained by Parent promptly after such reports are made available or its Representatives pursuant to the Company’s personnel. Neither the Company nor any of its Subsidiaries this Section 6.02 shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and kept confidential in accordance withwith the confidentiality agreement, dated August 30, 2004 (the provisions of the letter agreement dated as of March 13, 2006"Confidentiality Agreement"), between Parent Blackstone Real Estate Acquisitions IV L.L.C. and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
(c) No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
Appears in 2 contracts
Samples: Merger Agreement (Boca Resorts Inc), Merger Agreement (Huizenga H Wayne)
Access to Information; Confidentiality. From During the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, Pre-Closing Period the Company shall and shall cause its Subsidiaries and their respective representatives to (i) afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Parent’s Representatives reasonable access during normal business hours to such (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) to all of its and the Company Subsidiaries’ properties, books, contracts, commitments, books and records, officers Contracts, personnel, advisors and employees of facilities, and (ii) furnish, as promptly as reasonably practicable, to Parent all information concerning its and the Company Subsidiaries’ business, properties and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries personnel as Parent, the Purchaser or Parent Representatives may reasonably request. In additionNotwithstanding the immediately preceding sentence, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide afford access to or to disclose furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (i) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, or combination of the Company with, any other Person, (ii) any Company Takeover Proposal or (iii) any Intervening Event, (c) the Company in good faith determines, light of any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health or safety of any employee of the Company or the Company Subsidiaries or any of the Company’s Representatives or (d) the Company determines in good faith after consulting with counsel that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of such Person the Company or contravene any violate applicable Law; provided that, in which latter the case of clauses (a) and (d), the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information and/or otherwise take such other reasonable action (including entering into a joint defense agreement or similar arrangement) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law or confidentiality agreement. All information exchanged pursuant to this Section 6.01 shall be subject to the confidentiality letter agreement dated December 12, 2021 between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company amended (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (Vocera Communications, Inc.)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the date hereof through loss or waiver of any attorney-client (or other legal) privilege, during the Effective Time, upon reasonable notice and subject to applicable LawPre-Closing Period, the Company shall (and shall cause its the Company Subsidiaries to), under the supervision of appropriate personnel of the Company and their respective representatives in such a manner as not to afford unreasonably interfere with the normal operation of the business of the Company or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Purchaser and Company by Parent, to their respective the officers, employees, accountantsagents, counselproperties, financial advisors offices and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees facilities of the Company and its the Company Subsidiaries and such financial and operating data and such other information with respect to the business books and operations records, work papers and other documents thereof (including up-to-date employee census documents), and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Company Products, Contracts, assets, liabilities, personnel and other aspects of the Company and its the Company Subsidiaries as Parent, the Purchaser Parent or Parent its Representatives may reasonably request. In addition; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would (A) potentially contravene applicable Law, (B) jeopardize any attorney-client (or other legal) privilege, or (C) require the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger; provided, further, that, in the case of the foregoing clause (A), the Company shallshall use reasonable best efforts to provide such access or disclosure in a manner that does not contravene applicable Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (C), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board’s consideration of the Merger where such materials, minutes or resolutions include matters that are not related to the Company Board’s consideration of the Merger.
(b) All information obtained by Parent, Merger Sub or their respective Representatives pursuant to this Section 6.02 shall be kept confidential in accordance with the Confidentiality Agreement and the Clean Team Agreement. Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause each of its Subsidiaries their respective Representatives not to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (contact or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Atrion Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the (a) The Company shall and shall cause its Subsidiaries and their respective representatives to will afford to Parent VIALOG and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable Representatives of VIALOG full access during normal business hours throughout the period prior to such the Effective Time to all of the its (and its Subsidiaries') properties, books, contracts, commitmentscommitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, officers ledgers, workpapers and employees other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and such certifying financial statements and operating data financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information with respect concerning any of the foregoing as VIALOG will reasonably request. Subject to the business terms and operations conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold, in strict confidence all non-public documents and its Subsidiaries information furnished (whether prior or subsequent hereto) to VIALOG or to the Company, as Parentthe case may be, in connection with the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and Transactions.
(b) Subject to the internal terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably is required by Parent promptly after such reports are made available Applicable Law to be disclosed. In the Company’s personnel. Neither event that this Agreement is terminated in accordance with its terms, VIALOG and the Company nor will each promptly redeliver all non-public written material provided pursuant to this Section or any other provision of its Subsidiaries shall be required to provide access to this Agreement or to disclose information to otherwise in connection with the extent such access Merger and the Transactions and will not retain any copies, extracts or disclosure would jeopardize the attorney-client privilege other reproductions in whole or in part of such Person or contravene any applicable Law, in written material other than one copy thereof which latter case will be delivered to independent counsel for such party.
(c) The Company and VIALOG acknowledge that the Company and its Subsidiaries shall provide access to VIALOG executed one or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent more Confidential Disclosure Agreements (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance withcollectively, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company."Confidentiality
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Vialog Corp), Agreement and Plan of Reorganization (Vialog Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time(a) Upon reasonable notice, upon reasonable notice and subject to applicable LawNYMEX Holdings shall, the Company shall and shall cause its the NYMEX Holdings Subsidiaries and their respective representatives to to, afford to Parent and the Purchaser and to their respective officers, directors, employees, accountants, counsel, financial advisors advisors, consultants, financing sources and other advisors or representatives (the collectively, “Parent Representatives”) reasonable of CME Group access during normal business hours hours, and without undue disruption of normal business activity, to such all of NYMEX Holdings’ and the Subsidiaries’ properties, books, records, contracts, commitments, records, officers commitments and employees of the Company personnel and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as practicable to Parent CME Group (ai) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it with any during such period pursuant to the requirements of federal or state securities laws or a Governmental Entity or Self-Regulatory Organization and (bii) all other information with respect to NYMEX Holdings as CME Group may reasonably request; provided, that NYMEX Holdings may restrict the internal or external reports prepared by it and/or its Subsidiaries in foregoing access to the ordinary course that are reasonably extent required by Parent promptly after such reports are made available applicable Law; and provided, further, that the foregoing shall not require NYMEX Holdings to the Company’s personnel. Neither the Company nor permit any of its Subsidiaries shall be required to provide access to inspection, or to disclose information to any information, that in the extent such access or disclosure reasonable judgment of NYMEX Holdings would jeopardize result in the waiver of any attorney-client privilege or the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if NYMEX Holdings shall have used reasonable best efforts to obtain the consent of such Person third party to such inspection or contravene disclosure. NYMEX Holdings shall keep CME Group reasonably informed from time to time as to status and developments regarding any applicable Lawaudit, in which latter case investigation, claim, suit or other proceeding (if any) with respect to Taxes and provide to CME Group, when available and prior to filing, drafts of any income Tax Returns relating to NYMEX Holdings or any NYMEX Holdings Subsidiary. NYMEX Holdings shall, and shall cause the Company and its NYMEX Holdings Subsidiaries shall to, reasonably cooperate with CME Group to provide access to or disclose such information (to the fullest extent permitted by in NYMEX Holdings’ or any NYMEX Holdings Subsidiary’s possession or control) or customary affidavits as may be reasonably necessary for the issuance, at CME Group’s sole cost, of an ALTA title policy at Closing, subject, however, to the facts and circumstances existing at the time of delivery of such Law information or affidavits, as the case may be.
(b) Upon reasonable notice, CME Group shall, and shall cooperate with Parent in seeking all necessary exemptionscause the CME Group Subsidiaries to, permits or other consents or approvals afford to permit the Company Representatives of NYMEX Holdings access during normal business hours, and its Subsidiaries without undue disruption of normal business activity, to provide Parent (orCME Group’s senior financial management personnel to receive periodic updates on financial information regarding CME Group and the CME Group Subsidiaries; provided, if necessary, its counsel or other representatives in lieu of Parent) that CME Group may restrict the foregoing access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required byby applicable Law; and provided, and further, that the foregoing shall not require CME Group to permit any inspection, or to disclose any information, that in accordance withthe reasonable judgment of CME Group would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CME Group shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure.
(c) All information furnished pursuant to this Section 6.4 shall be subject to the confidentiality agreement, the provisions of the letter agreement dated as of March 13January 7, 20062008, between Parent NYMEX Holdings and the Company CME Group (as it may be amended from time to time, the “Confidentiality Agreement”). Any No investigation by Parent pursuant to this Section 6.4 shall not affect the representations and representations, warranties or conditions to the obligations of the CompanyParties contained herein.
Appears in 2 contracts
Samples: Merger Agreement (Cme Group Inc.), Merger Agreement (Nymex Holdings Inc)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the date hereof through loss or waiver of any attorney-client (or other legal) privilege, during the Effective Time, upon reasonable notice and subject to applicable LawPre-Closing Period, the Company shall (and shall cause its the Company Subsidiaries to), under the supervision of appropriate personnel of the Company and their respective representatives in such a manner as not to afford unreasonably interfere with the normal operation of the business of the Company or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Purchaser and Company by Parent, to their respective the officers, employees, accountantsagents, counselproperties, financial advisors offices and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees facilities of the Company and its the Company Subsidiaries and such financial and operating data and such other information with respect to the business books and operations records, work papers and other documents thereof (including up-to-date employee census documents), and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Company Products, Contracts, assets, liabilities, personnel and other aspects of the Company and its the Company Subsidiaries as Parent, the Purchaser Parent or Parent its Representatives may reasonably request. In addition; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would (A) potentially contravene applicable Law, (B) jeopardize any attorney-client (or other legal) privilege, or (C) require the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger; provided, further, that, in the case of the foregoing clause (A), the Company shallshall use reasonable best efforts to provide such access or disclosure in a manner that does not contravene applicable Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (C), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board’s consideration of the Merger where such materials, minutes or resolutions include matters that are not related to the Company Board’s consideration of the Merger.
(b) All information obtained by Parent, Merger Sub or their respective Representatives pursuant to this Section 6.02 shall be kept confidential in accordance with the Confidentiality Agreement and the Clean Team Agreement. Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause each of its Subsidiaries their respective Representatives not to, furnish promptly to Parent contact or otherwise communicate with the employees (a) a copy other than members of each material reportthe Company’s senior leadership team), schedulecustomers, registration statement suppliers or distributors of the Company and other document filed by it with any Governmental Entity and Company Subsidiaries regarding the business of the Company, this Agreement or the Transactions without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided that nothing in this (b) the internal or external reports prepared by it and/or shall prevent Parent and its Subsidiaries Affiliates from operating in the ordinary course of business, including contacting or otherwise communicating in the ordinary course of business with such employees, customers, suppliers or distributors. The Company and Parent hereby agree, in accordance with Section 20 of the Confidentiality Agreement, that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries Confidentiality Agreement shall be required deemed to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required byhave been, and in accordance withhereby is, amended by the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.this Section 6.02
Appears in 2 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to Except if prohibited by any applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (aunder the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) during the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available period prior to the CompanyEffective Time or the termination of this Agreement to all their respective properties, books and records, Contracts and personnel and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties and personnel as Parent may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s personnelexpense. Neither Notwithstanding the immediately preceding sentence, neither the Company nor any of its the Company Subsidiaries shall be required to provide afford access to or to disclose furnish information to the extent (and after notice to Parent) (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed the Transactions or any similar transaction involving the sale of the Company to, or combination of the Company with, any other Person, or (c) the Company determines in good faith that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of the Company or any of the Company Subsidiaries, or violate applicable Law or result in significant antitrust risk for the Company or any of the Company Subsidiaries, as applicable; provided that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such Person information and take such other reasonable action (including entering into a joint defense agreement or contravene any applicable Lawsimilar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent. All information exchanged pursuant to this Section 6.01 shall be subject to the confidentiality letter agreement dated December 22, in which latter case 2014 between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Celator Pharmaceuticals Inc), Merger Agreement (Jazz Pharmaceuticals PLC)
Access to Information; Confidentiality. From the date hereof through the Effective Time(a) Except for competitively sensitive information as to which access, upon reasonable notice use and treatment is subject to applicable Lawlaw, the Company shall and shall cause its Subsidiaries Company, the FUMI Share Trust and their respective representatives to subsidiaries shall afford to Parent the other parties and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours upon reasonable notice throughout the period from the date hereof through the Effective Time to such of the their respective properties, books, contractsContracts, commitmentscommitments and records and, recordsduring such period, officers shall furnish promptly such information concerning their businesses, properties and employees personnel as such parties shall reasonably request (including for purposes of determining the Escrow Amount); provided, however, that such investigation shall not unreasonably disrupt the Company's, the FUMI Share Trust's or their respective subsidiaries' operations. All nonpublic information provided to, or obtained by, Gotham or its Representative (as defined in the Confidentiality Agreement) in connection with the transactions contemplated hereby shall be "Confidential Information" for purposes of the Company Confidentiality Agreement dated August 9, 2001 between Gotham and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent(the "CONFIDENTIALITY AGREEMENT"), the Purchaser or Parent Representatives terms of which shall continue in force until the Effective Time; provided that Gotham, GGC and the Company may reasonably request. In additiondisclose such information as may be necessary in connection with seeking the GGP Required Approvals, the Company shallRequired Approvals and the Company Shareholder Approval. The foregoing notwithstanding, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither , the Company nor any of its Subsidiaries FUMI Share Trust and their respective subsidiaries shall not be required to provide access to or to disclose any information which it reasonably believes it may not provide to the extent other parties by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company, the FUMI Share Trust or any of their respective subsidiaries is required to keep confidential by reason of contract, agreement or understanding with third parties; provided, however, that in the event the Company, the FUMI Share Trust or their respective subsidiaries do not provide such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Lawinformation, each shall provide, in which latter case writing, to the party requesting such information, the reason or reasons for its refusal to provide such information.
(b) The foregoing notwithstanding, the Company shall promptly advise Gotham, GGC and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, GGP orally and in accordance withwriting of any change, circumstance or event that, individually or in the provisions aggregate, has caused or could reasonably be expected to cause any of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanyCompany and the FUMI Share Trust on behalf of themselves and their respective subsidiaries contained in this Agreement not to be true and correct in all material respects at or as of the Effective Time, as though made at and as of such time (or, if made as of a specific date, at and as of such date).
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Contribution (Gotham Partners Lp /Ny/), Merger Agreement (First Union Real Estate Equity & Mortgage Investments)
Access to Information; Confidentiality. From (a) Except for any information which (w) if disclosed would constitute a breach of Contract by an Acquired Entity, (x) relates to the date hereof through negotiation of the Effective TimeTransaction Documents or the Transactions, upon (y) is prohibited from being disclosed by applicable Law, or (z) on the advice of legal counsel of the Sellers would result in the loss of attorney-client privilege from disclosure; provided that, in the event that the restrictions in foregoing clause (w), (y) or (z) apply, Sellers shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate such information without violating such Contract or Law, jeopardizing such privilege or disclosing information that relates to the negotiation of the Transaction Documents or the Transactions, Sellers shall cause (A) the First Closing Acquired Entities during the First Closing Interim Period and (B) the Second Closing Acquired Entities during the Second Closing Interim Period to afford to Buyer and its Representatives reasonable notice access, and with reasonable advance notice, in such manner as to not unreasonably interfere with the normal operation of such Acquired Entities, and so long as permissible under applicable Law and subject to applicable Lawappropriate COVID-19 Measures, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contractsTax Returns, commitments, records, records and appropriate officers and employees of the Company such Acquired Entities, and shall use its commercially reasonable efforts to furnish Buyer and its Subsidiaries and such Representatives with all financial and operating data and such other information concerning the affairs of such Acquired Entities that are in the possession or control of such Acquired Entities, in each case, as Buyer and its Representatives may reasonably request solely for purposes of consummating the transactions contemplated hereby; provided that such access shall not include any invasive or intrusive investigations or testing, sampling or analysis of any properties, facilities or equipment of such Acquired Entities. All requests for such access shall be made to such Representatives of the Sellers as the Sellers shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. Prior to the First Closing Date, with respect to the business Acquired Entities, and operations prior to the Second Closing Date, with respect to the Second Closing Acquired Entities, none of Buyer, its Affiliates nor their respective Representatives shall contact any of the Company and employees (other than as necessary for Buyer to discharge its Subsidiaries as Parentobligations under Section 6.9), customers, suppliers, distributors, contractors, lenders, agents or parties (or Representatives of any of the Purchaser foregoing) that have business relationships with such Acquired Entities, or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and Authority or Representatives thereof (other than the required filings specified in Section 3.4 or as necessary for Buyer to discharge its obligations under Section 6.4), in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the prior written consent of the Sellers.
(b) the internal or external reports prepared All information obtained by it and/or Buyer and its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available Representatives under this Agreement shall be subject to the Company’s personnelConfidentiality Agreement. Neither Buyer, its Affiliates and their respective Representatives, as applicable, shall indemnify, defend and hold harmless the Company nor Sellers, the Acquired Entities, their respective Affiliates and each of their respective Representatives from and against all Losses resulting from or relating to the physical access of properties by Buyer, its Affiliates and their respective Representatives under Section 6.2(a). The foregoing indemnification obligation shall survive each Applicable Closing or termination of this Agreement.
(c) From the Applicable Closing Date until the later of the third anniversary of the Applicable Closing Date or, as to the Confidential Information provided after the Applicable Closing Date pursuant to Section 6.6, the third anniversary of the date such information is so provided, each Seller will, and will cause its Affiliates and use commercially reasonable efforts to cause its Representatives to, (i) maintain the strict confidentiality of any and all confidential or proprietary information of the applicable Acquired Entities (“Confidential Information”) and (ii) not disclose such Confidential Information to any Person other than any of its Subsidiaries shall be required Affiliates or Representatives with a need to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, know such information. Parent shall hold any such information in confidence , except to the extent required byby Law (provided that if required by Law, such Seller agrees, to the extent legally permissible, to give Buyer prior written notice of such disclosure in sufficient time to permit Buyer to seek a protective order should it so determine). Each Seller shall (y) notify all Persons to whom Confidential Information is disclosed of the confidential nature of the materials disclosed and in accordance with, the provisions of this Agreement; and (z) ensure that all Persons to whom the letter agreement dated Confidential Information is disclosed keep such information confidential and do not disclose or divulge such information to any Person who is not authorized to receive such information as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”provided in this Section 6.2(c). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Crestwood Equity Partners LP), Purchase and Sale Agreement (Consolidated Edison Inc)
Access to Information; Confidentiality. From the date hereof through the Effective Time(a) Acquiror and its Representatives shall, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access at all times during normal business hours and with reasonable advance notice prior to such of the propertiesClosing, bookshave full and continuing access to the employees, contractsfacilities, commitmentsoperations, records, officers records and employees properties of the Company and each Acquired Subsidiary. Acquiror and its Subsidiaries Representatives may, prior to the Closing, make or cause to be made such reasonable investigation of the employees, operations, records and properties of the Company and each Acquired Subsidiary and of their financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of the Company or any Acquired Subsidiary. Upon request, the Company shall, or shall cause the applicable Acquired Subsidiary to, furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or the applicable Acquired Subsidiary, and such financial and operating data and such other information reasonably requested by Acquiror (provided, with respect to attorneys, such disclosure would not result in the waiver by the Company or the applicable Acquired Subsidiary of any claim of attorney-client privilege), and will permit Acquiror and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for the Company or the applicable Acquired Subsidiary (provided that an officer of the Company be afforded a reasonable opportunity to be present during such discussion), and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. This Section 6.1 shall not require the disclosure of any information the disclosure of which to Acquiror would be prohibited by any Applicable Laws and Regulations. Furthermore, this Section 6.1 shall not give Acquiror and its Representatives access to, or require the disclosure of any information regarding, the Non-Banking Business that will be separated from the Company prior to the Closing pursuant to the Internal Restructuring and the Distribution, except to the extent, if any, that such information is reasonably required by Acquiror for the purpose of assessing any post-Closing liabilities or obligations of the Company with respect to the business and operations of the Non-Banking Business.
(b) The Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries tothe Bank and LFC to allow a Representative of Acquiror to attend, furnish promptly as an observer only, all meetings of the board of directors of each, and of the loan committee of the Bank. The Company shall cause each of Acquired Bank and LFC to Parent (a) a copy give reasonable notice to Acquiror of any such meeting and, if known, the agenda for or business to be discussed at such meeting. The Company shall cause each material report, schedule, registration statement of the Bank and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available LFC to provide to Acquiror all information provided to the Companydirectors on all such boards or members of such committees in connection with all such meetings or otherwise provided to the directors or members and, upon specific request, to provide any other financial reports or other analysis prepared for senior management of the Bank and LFC. It is understood by the parties that Acquiror’s personnelRepresentative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of the Bank or LFC. Neither All information obtained by Acquiror at these meetings shall be treated in confidence. Notwithstanding the foregoing, the Company nor any of its Subsidiaries shall not be required to cause the Bank or LFC to provide access to Acquiror with any materials: (i) concerning or to disclose information to discussing the extent Contemplated Transactions; (ii) in violation of any Applicable Laws and Regulations; or (iii) in any case where the Company has been advised by counsel that Acquiror’s receipt of such access or disclosure materials would jeopardize result in a waiver of the attorney-client privilege of such Person the Bank or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanyLFC.
Appears in 2 contracts
Samples: Merger Agreement (Midland States Bancorp, Inc.), Merger Agreement (Midland States Bancorp, Inc.)
Access to Information; Confidentiality. From (a) To the date hereof through the Effective Time, upon reasonable notice and subject to extent not restricted by third-party agreement or applicable Lawlaw, the Company shall and shall cause its Subsidiaries and their respective representatives shall, subject to afford to any necessary third-party approvals, allow the Parent and the Purchaser and to their respective its officers, employees, accountantsrepresentatives, counselconsultants, attorneys, agents, lenders, bankers, financial advisors and other representatives (the “Parent Representatives”) advisors reasonable access during normal business hours hours, at Parent’s sole risk and expense, to such all facilities, properties, personnel, books and records of the properties, books, contracts, commitments, records, officers Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably with the Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the Company and its the Company Subsidiaries of their duties. Parent agrees to indemnify and such financial hold the Company and operating data the Company Subsidiaries harmless from any and such other information with respect all claims and liabilities, including costs and expenses, for injury to or death of any representative of the Parent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business and operations or property sites of the Company and its or the Company Subsidiaries as Parentprior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. Notwithstanding the Purchaser or Parent Representatives may reasonably request. In additionforegoing, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide access to or to otherwise disclose information to the extent if such information is subject to, or such access or disclosure would jeopardize the jeopardize, attorney-client privilege, work product doctrine or other applicable privilege of such Person concerning legal proceedings or contravene any applicable Lawgovernmental investigations; provided, in which latter case however, that the Company and shall use its Subsidiaries shall reasonable best efforts to (A) obtain the required consent of any third party to provide such access or disclosure, (B) develop an alternative to or disclose providing such information so as to the fullest extent permitted by address such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals matters that is reasonably acceptable to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company or (as it may C) enter into a joint defense agreement or implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable law or jeopardizing such privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, which consent shall not be amended from time unreasonably withheld.
(b) Any information obtained by the Parent Parties or the Company or their respective directors, officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors under this Section 5.2 shall be subject to timethe confidentiality and use restrictions contained in that certain letter agreement between the Company and Parent dated May 21, 2010 (the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Expressjet Holdings Inc), Merger Agreement (Skywest Inc)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law, the terms of any Contract entered into prior to the date hereof through or as would be reasonably expected to violate or result in the Effective Timeloss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and subject other facilities of the Company and the Company Subsidiaries and to the books and records thereof, and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided, that if such access or disclosure (x) is prohibited by applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) use reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required best efforts to provide access to or to disclose information to the extent such access or disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would jeopardize the attorney-client privilege result in a loss of such Person or contravene any applicable Lawprivilege, in which latter case the Company and shall use its Subsidiaries shall provide reasonable best efforts to allow for such access to or disclose disclosure (or as much or it as possible) in a manner that would not result in a loss of such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsprivilege, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence including to the extent required byrequested by Parent and if applicable, and by entering into a customary joint defense agreement that would alleviate such loss of privilege.
(b) All information obtained by Parent, Merger Sub or its or their Representatives pursuant to this Section 6.02 shall be kept confidential in accordance withwith the confidentiality agreement, the provisions of the letter agreement dated as of March 13April 21, 2006, between Parent and the Company 2015 (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by , between Parent shall not affect the representations and warranties of the Company.
(c) No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
Appears in 2 contracts
Samples: Merger Agreement (Danaher Corp /De/), Merger Agreement (Pall Corp)
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement, upon reasonable notice and subject to applicable the restrictions and/or consent obligations of any third-party agreement or Applicable Law, XETA shall allow the Company shall and shall cause its Subsidiaries Parent Parties and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountantsrepresentatives, counselconsultants, attorneys, agents, lenders, bankers, financial advisors and other representatives (the “Parent Representatives”) advisors reasonable access during normal business hours hours, at the Parent Parties’ sole risk and expense, to such all facilities, properties, personnel, books and records of XETA and its subsidiaries, as applicable; provided, that no investigation pursuant to this Section 5.2 shall affect any representation or warranty given by XETA hereunder; and provided, further, that notwithstanding the provision of information by XETA or investigation by the Parent Parties, XETA shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement. The Parent Parties agree to conduct their investigation in a manner that does not interfere unreasonably with the operations of XETA and its subsidiaries or with the prompt and timely discharge of the propertiesduties of XETA’s employees. The Parent Parties agree to indemnify and hold XETA and its subsidiaries harmless from any and all claims and liabilities, booksincluding costs and expenses for loss, contracts, commitments, records, officers and employees injury to or death of any representative of the Company Parent Parties, and any loss, damage to or destruction of any property owned by XETA or its Subsidiaries and such financial and operating data and such other information with respect subsidiaries or others (including claims or liabilities for loss of use of any property) to the extent resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business and operations or property sites of XETA or its subsidiaries prior to the completion of the Company Merger, whether pursuant to this Section 5.2 or otherwise. XETA shall furnish as promptly as practicable to Parent an unaudited monthly consolidated balance sheet of XETA and its Subsidiaries as Parentsubsidiaries for the month then ended and related consolidated statements of earnings, cash flows and shareholders’ equity (which XETA will use reasonable best efforts to furnish no later than ten business days after the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy end of each material reportmonth). Notwithstanding the foregoing, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries XETA shall not be required to provide access to or to otherwise disclose information to the extent if such information is subject to, or such access or disclosure would jeopardize jeopardize, the attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations or which it is required to keep confidential by reason of such Person contract or contravene any applicable Law, agreement with third parties or by reason of Applicable Law (in which latter case the Company and parties will make appropriate substitute disclosure arrangements, if such arrangements can be made by the parties using their reasonable best efforts). None of the Parent Parties or any of their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or other advisors shall conduct any environmental testing or sampling on any of the business or property sites of XETA or its Subsidiaries shall provide access to or disclose such information subsidiaries prior to the fullest extent permitted completion of the Merger without the prior written consent of XETA.
(b) Any information obtained by such Law Parent or Sub or their respective directors, officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors under this Section 5.2 shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence be subject to the extent required by, confidentiality and use restrictions contained in accordance with, the provisions of the that certain letter agreement between XETA and Parent dated as of March 13December 3, 2006, between Parent and the Company 2010 (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company, as if Sub were made party thereto.
Appears in 2 contracts
Samples: Merger Agreement (Xeta Technologies Inc), Merger Agreement (PAETEC Holding Corp.)
Access to Information; Confidentiality. From the date hereof through of this Agreement until the Effective TimeTime or the date, upon reasonable notice and if any, on which this Agreement is terminated pursuant to Section 8.01, subject to applicable Law, and upon reasonable prior written notice, the Company shall Company, on the one hand, and Parent, on the other hand, shall, and each shall cause its Subsidiaries and each of their respective representatives to Subsidiaries to, afford to Parent and the Purchaser other parties and to their the other parties’ respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Representatives reasonable access during normal business hours to such all of the their and their respective Subsidiaries’ properties, booksoffices, contractspersonnel and books and records and, commitmentsduring such period, recordsthe Company, officers on the one hand, and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, on the Purchaser or Parent Representatives may reasonably request. In additionother hand, the Company shall, and each shall cause each of its their respective Subsidiaries to, furnish promptly to Parent (a) a copy of each material reportthe other parties all financial, schedule, registration statement operating and other document filed data and information concerning its business, properties and personnel as each may reasonably request; provided, however, that any such access shall not interfere unreasonably with the business or operations of the party granting access or otherwise result in any unreasonable interference with the prompt and timely discharge by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Companyparty’s personnelemployees of their normal duties. Neither the Company Company, nor Parent, nor any of its their respective Subsidiaries shall be required to (i) provide access to or to disclose information to the extent where such access or disclosure would reasonably be expected to jeopardize the attorney-client client, attorney work product or other legal privilege of the disclosing party (provided that the disclosing party shall use its reasonable best efforts to allow for such Person access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client, attorney work product or other legal privilege) or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to legal duty or disclose such information binding agreement entered into prior to the fullest extent permitted by such Law and date of this Agreement (provided that the disclosing party shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals use its reasonable best efforts to make appropriate substitute arrangements to permit the Company and its Subsidiaries to reasonable disclosure not in violation of any Law, legal duty or agreement) or (ii) provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose such portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure is reasonably likely to result in antitrust difficulties for the disclosing party or any of its Affiliates. No investigation under this Section 6.02 or otherwise shall affect any of the representations and warranties of the Company and the Company OP, on the one hand, or of Parent, such information. Parent shall hold OP, OP Merger Sub and IRT LP LLC, on the other hand, contained in this Agreement or any such information in confidence condition to the extent required by, and in accordance with, the provisions obligations of the letter agreement parties under this Agreement. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of March 13November 5, 20062014, between Parent and the Company and Parent (as it may be amended from time to time, or one of its upstream Affiliates) (the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Independence Realty Trust, Inc), Merger Agreement (Trade Street Residential, Inc.)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof through or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall (and shall cause its the Subsidiaries and their respective representatives to afford to), at Parent's expense: (i) provide to Parent and to the Purchaser and to their respective officers, directors, employees, accountants, consultants, legal counsel, financial advisors financing sources, agents and other representatives (the “collectively, "REPRESENTATIVES") of Parent Representatives”) reasonable access access, during normal business hours and upon reasonable prior notice by Parent, to such of the officers, employees, agents, properties, books, contracts, commitments, records, officers offices and employees other facilities of the Company and its the Subsidiaries and such financial and operating data and such other information with respect to the business books and operations records thereof, and (ii) furnish promptly to Parent such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and its the Subsidiaries as Parent, the Purchaser Parent or Parent its Representatives may reasonably request. In additionWithout limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Properties, PROVIDED, HOWEVER, (A) that unless reasonably required by the financing sources in connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of samples or any such performance of invasive testing conducted pursuant to this Section 6.03 shall be reasonably acceptable to the Company, implemented in a manner that does not disrupt the operations of the Company or any of the Subsidiaries, and paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or from which, or that has otherwise been affected by, any taking and analyzing of samples or performance of invasive testing conducted pursuant to this Section 6.03, in all material respects, to the condition existing at such site prior to the taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Company, the Company shallSubsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them arising out of any personal injury or physical damage resulting from any appraisal or inspection conducted pursuant to this Section 6.03, except that, Parent and Merger Sub shall cause each have no obligation to so indemnify or hold harmless to the extent any such liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties result from the negligence of its Subsidiaries tothe Company, furnish promptly to Parent (a) a copy the Subsidiaries, or one of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and their Representatives.
(b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required All information obtained by Parent promptly after such reports are made available or its Representatives pursuant to the Company’s personnel. Neither the Company nor any of its Subsidiaries this Section 6.03 shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and kept confidential in accordance withwith the confidentiality agreement, dated July 12, 2004 (the provisions of the letter agreement dated as of March 13, 2006"CONFIDENTIALITY AGREEMENT"), between Parent Blackstone Real Estate Acquisitions IV L.L.C. and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
(c) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.
Appears in 2 contracts
Samples: Merger Agreement (Prime Hospitality Corp), Merger Agreement (Prime Hospitality Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the The Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser Parent, and to their respective Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other representatives (the “Parent Representatives”) , reasonable access during normal business hours during the period prior to such the earlier of the Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ properties, books, contracts, commitments, records, officers books and records and to those employees of the Company and its Subsidiaries and to whom Parent reasonably requests access, and, during such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionperiod, the Company shallshall furnish, and shall cause each of its Subsidiaries toas promptly as practicable, furnish promptly to Parent all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request (a) a copy of each material reportincluding the right to conduct Phase I Environmental Site Assessments, scheduleit being agreed, registration statement and other document filed by it with however, that the foregoing shall not permit Parent or any Governmental Entity and (b) such Representatives to conduct any environmental testing or sampling). Notwithstanding the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to where the extent Company reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of such Person the Company or any of its Subsidiaries or contravene any applicable Law, in Law or any Contract to which latter case the Company and or any of its Subsidiaries is subject. The parties shall provide access to or disclose such information to make appropriate substitute disclosure arrangements in circumstances where the fullest extent previous sentence applies. Except for disclosures expressly permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu terms of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the that certain confidentiality letter agreement dated as of March 13February 3, 20062010, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by , Parent shall not affect hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the representations and warranties of Company or its Representatives, directly or indirectly, in confidence in accordance with the CompanyConfidentiality Agreement.
Appears in 2 contracts
Samples: Share Exchange Agreement (Millipore Corp /Ma), Share Exchange Agreement (Millipore Corp /Ma)
Access to Information; Confidentiality. From (a) Subject to the applicable limitations (if any) in Sections 5.1 and 5.4, between the date hereof through and the Effective Time, upon reasonable notice and subject to applicable LawClosing Date, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shallwill, and shall will cause each of its Subsidiaries to, furnish promptly and will use commercially reasonable efforts to Parent cause their respective officers, employees and representatives to, provide Purchaser and its Affiliates and their authorized representatives and Purchaser’s financing sources with all information (afinancial and otherwise) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case concerning the Company and its Subsidiaries shall provide access as reasonably requested from time to time by Purchaser or disclose such Parent, including but not limited to all information reasonably necessary for inclusion in the prospectus and shareholder circular to be delivered by Parent to its shareholders in connection with the Merger and the Rights Issue (the “Parent Shareholders Circular”) in connection with Parent’s convening of an extraordinary general meeting (including any postponement or adjournment thereof, the “EGM”) in order to solicit the Parent Shareholder Approval. Subject to the fullest extent permitted by such Law applicable limitations (if any) in Sections 5.1 and shall cooperate with Parent in seeking all necessary exemptions5.4, permits or other consents or approvals to permit the Company and will, will cause each of its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required byto, and will use commercially reasonable efforts to cause their respective directors, officers, employees and representatives to, provide all cooperation reasonably necessary in accordance withconnection with the EGM of shareholders of Parent to approve the transactions expressly contemplated by this Agreement, including (i) reasonably cooperating in the provisions preparation of the letter agreement dated as of March 13, 2006, between Parent and the Company Shareholders Circular (as it may required to be amended from time to time) such that the information relating to the Company and its Subsidiaries does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) reasonably cooperating in Parent’s and Purchaser’s preparation of the Parent Shareholders Circular and audited and other financial statements complying with the requirements of applicable Law and the rules and regulations of the U.K. Financial Services Authority with respect to the Parent Shareholders Circular, and (iii) taking such other actions as are reasonably necessary to be taken by the Company and its Subsidiaries in connection with the EGM.
(b) Any information obtained by Parent, Purchaser, Merger Sub or any of their Subsidiaries or any of their respective directors, officers, employees or representatives pursuant to paragraph (a) above or pursuant to any other Section of this Agreement shall be subject to that certain Mutual Nondisclosure Agreement, dated January 9, 2007 between Purchaser and the Company, the terms of which are incorporated herein by reference (the “Confidentiality Agreement”). Any investigation by Parent ) and none of Parent, Purchaser, Merger Sub or any of their Subsidiaries or any of their respective directors, officers, employees or representatives shall not affect publicly disclose any such information without the representations and warranties prior written consent of the Company, except as required by applicable Law to be included in the Parent Shareholders Circular or as otherwise permitted to be disclosed by the Confidentiality Agreement. Effective upon, and only upon, the Closing, Purchaser’s obligations under the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries.
(c) Notwithstanding anything in this Agreement to the contrary, in no event will any provision hereof obligate the Company or any of its Subsidiaries, or any of their respective directors, officers, employees or representatives to provide Parent, Purchaser or Merger Sub or any of Parent’s Subsidiaries or any of their respective directors, officers, employees or representatives with any information if the provision of such information is contrary to applicable Law or otherwise requires the provision of material commercially sensitive data, in which case (and subject to the obligation) the parties and such other Persons will negotiate in good faith with respect to the provision of such information, directly or indirectly, in a manner consistent with applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (K&f Industries Inc), Merger Agreement (Meggitt USA Inc)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company Target shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser Acq Corp, and to their respective Acq Corp's officers, employees, accountants, counsel, financial advisors advisers and other representatives (the “Parent Representatives”) representatives, reasonable access during normal business hours during the period prior to such of the Effective Time to all the properties, books, contracts, commitments, records, officers commitments and employees records of the Company Target and its Subsidiaries and and, during such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parentperiod, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and Target shall cause each of its Subsidiaries to, furnish promptly to Parent Acq Corp (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (b) the internal all other information concerning its or external reports prepared its Subsidiaries' business, properties and personnel as Acq Corp may reasonably request. Except as otherwise agreed to by it and/or Target, notwithstanding termination of this Agreement, Acq Corp will keep, and will cause its Subsidiaries in the ordinary course officers, employees, accountants, counsel, financial advisers and other representatives and affiliates to keep, all Confidential Information (as defined below) confidential and not to disclose any Confidential Information to any Person other than Acq Corp's or Acq Corp's directors, officers, employees, affiliates or agents, and then only on a confidential basis; PROVIDED, HOWEVER, that are reasonably Acq Corp may disclose Confidential Information (i) as required by Parent promptly after such reports are made law, rule, regulation or judicial process, including as required to be disclosed in connection with the Merger, the Registration Statement and the Other Filings, (ii) to its attorneys, accountants and financial advisors or (iii) as requested or required by any Governmental Entity. For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall include all information about Target which has been furnished by Target to Acq Corp; PROVIDED, HOWEVER, that Confidential Information does not include information which (x) is or becomes generally available to the Company’s personnel. Neither public other than as a result of a disclosure by Acq Corp, its attorneys, accountants or financial advisors not permitted by this Agreement, (y) was available to Acq Corp on a non-confidential basis prior to its disclosure to Acq Corp by Target or (z) becomes available to Acq Corp on a non-confidential basis from a Person other than Target who, to the Company nor any Knowledge of its Subsidiaries shall be required to provide access to Acq Corp, is not otherwise bound by a confidentiality agreement with Target or to disclose is not otherwise prohibited from transmitting the relevant information to Acq Corp. In the extent such access or disclosure would jeopardize the attorney-client privilege event of such Person or contravene termination of this Agreement for any applicable Lawreason, in which latter case the Company and its Subsidiaries Acq Corp shall provide access promptly return all Confidential Information to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanyTarget.
Appears in 2 contracts
Samples: Merger Agreement (Harveys Casino Resorts), Merger Agreement (Harveys Acquisition Corp)
Access to Information; Confidentiality. From (a) Except as prohibited by applicable Law, from and after the date hereof through of this Agreement until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with its terms, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts, upon reasonable notice advance notice, and subject to applicable Lawgovernmental restrictions and recommendations, the Company shall to (i) give Parent and shall cause its Subsidiaries Merger Sub and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Representatives reasonable access during normal business hours to such (under the supervision of appropriate Company personnel and in a manner that does not unreasonably interfere with normal business operations of the propertiesCompany) to relevant employees, Representatives, assets and facilities and to relevant books, contracts, commitments, records, officers contracts and employees records of the Company and its Subsidiaries Subsidiaries, (ii) permit Parent and Merger Sub to make such non-invasive inspections as they may reasonably request, (iii) furnish Parent and Merger Sub with such financial and operating data and such other information with respect to the business business, properties, and operations personnel of the Company as Parent or Merger Sub may from time to time reasonably request, and (iv) facilitate site visits by Parent or any of its Subsidiaries as Representatives at any facility of a third-party contract manufacturer of the Company or any of its Subsidiaries; provided, that any such access will be afforded and any such information will be furnished at Parent’s expense; provided, further, that the purpose of any such access, in the case of clause (i), or any such request, in the case of clauses (ii), (iii) or (iv), will be limited to reasonable business purposes, including the planning of any restructuring, the post-Closing operations or the integration of the Company, its Subsidiaries, and their respective businesses, on the one hand, with Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shallParent’s Subsidiaries, and shall cause each of its Subsidiaries totheir respective businesses, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and on the other document filed by it with any Governmental Entity and hand.
(b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required Information obtained by Parent promptly after such reports are made available or Merger Sub pursuant to Section 5.2(a) will constitute “Confidential Information” under the Company’s personnel. Neither the Company nor any of its Subsidiaries shall Confidentiality Agreement and will be required subject to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect , with such Confidentiality Agreement hereby amended to limit the representations and warranties permitted use of any information supplied pursuant to Section 5.2(a) to the Companypurpose specified herein.
Appears in 2 contracts
Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement to the Effective Time, upon reasonable notice and subject to applicable LawAirTran shall, the Company shall and shall cause its Subsidiaries Representatives to, permit Southwest and their respective representatives Southwest’s Representatives to afford have reasonable access to Parent AirTran’s Representatives and the Purchaser facilities, books, records, Contracts, and documents of or pertaining to their respective AirTran or the AirTran Subsidiaries within AirTran’s possession or control or over which AirTran may, with reasonable best efforts, obtain possession or control, and shall furnish Southwest and Merger Sub with all financial, operating, and other data and information as Southwest or Merger Sub, through its Representatives, may reasonably request; provided, however, that access to competitively sensitive marketing or fare or route planning information shall only be provided to the extent that such access would not violate applicable Law as determined in good faith by AirTran (after consultation with outside legal counsel); and provided further, that the foregoing shall not require AirTran (i) to permit any inspection, or to disclose any information, that (x) in the good faith judgment of AirTran would result in the disclosure of any trade secrets of third Persons to whom AirTran or any AirTran Subsidiary owes a duty of confidentiality or (y) violate any of AirTran’s obligations with respect to confidentiality if in each such case AirTran shall have promptly used reasonable best efforts to obtain the consent of such third Person to such inspection or disclosure, (ii) to disclose any privileged information of AirTran or any AirTran Subsidiary if such disclosure would reasonably be likely to result in the loss of such privileged information, or (iii) to permit invasive testing of any of AirTran’s or any AirTran Subsidiary’s real property. In no event shall AirTran be required to supply to Southwest, or Southwest’s officers, employees, accountants, counsel, financial advisors and or other representatives (the “Parent Representatives”) reasonable access during normal business hours representatives, any information relating to such indications of the propertiesinterest from, booksor discussions with, contractsany other potential acquirors of AirTran, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information except to the extent such access necessary or disclosure would jeopardize advisable for use in the attorney-client privilege Proxy Statement and Form S-4 or as required under Section 5.6. Any investigation pursuant to this Section 6.3(a) shall be conducted in a manner which will not interfere unreasonably with the conduct of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries business of the other party. All information exchanged pursuant to this Section 6.3(a) shall provide access to or disclose such information be subject to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter confidentiality agreement dated as of March 13June 22, 2006, 2010 between Parent AirTran and the Company Southwest (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect .
(b) In the representations and warranties event of the Companytermination of this Agreement in accordance with ARTICLE VIII, the parties shall, and shall use reasonable best efforts to cause their respective Representatives to, return promptly every document furnished to them by the other party or parties or any Representative of the other party in connection with the Merger and all copies thereof in their possession, and cause any other parties to whom such documents may have been furnished promptly to return such documents and all copies thereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Airtran Holdings Inc), Agreement and Plan of Merger (Southwest Airlines Co)
Access to Information; Confidentiality. (a) From the date hereof through until the REIT Merger Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries and each of the Company’s and its Subsidiaries’ directors, officers, employees and agents to, furnish promptly afford to Parent and to the directors, officers, employees, and agents of Parent access upon reasonable notice and at reasonable times without undue interruption (and will request the same from the Company’s auditors, attorneys, financial advisors and lenders) to (a) a copy the properties, books, records and contracts of each material report, schedule, registration statement the Company and other document filed by it with any Governmental Entity the its Subsidiaries and (b) the internal or external reports prepared by it and/or officers and employees of the Company and its Subsidiaries in the ordinary course Subsidiaries; provided, however, that are reasonably required by Parent promptly after such reports are made available to shall obtain the Company’s personnelconsent, which consent shall not be unreasonably withheld, to a schedule of properties to be visited and officers and employees to be accessed prior to any such visits or access. Neither The Company shall furnish Parent such financial, operating and other data and information as Parent may reasonably request. Parent shall indemnify and hold the Company and its Subsidiaries harmless from and against any and all losses or damages incurred by the Company or its Subsidiaries as a result of the Parent’s or the Parent representatives’ inspection of the Company Properties, provided, however that the Parent’s indemnification obligations hereunder shall not include any obligation whatsoever with respect to any such losses or damages (including claims that any Company Property has declined in value) arising out of, resulting from or incurred in connection with the discovery of any existing condition at a Company Property. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the attorney-client privilege of such Person the Company or its Subsidiaries or contravene any applicable Law, in which latter case Law or binding agreement entered into prior to the date of this Agreement (provided that the Company and its Subsidiaries shall provide access use reasonable best efforts to obtain consent from the applicable third party or disclose enter into a customary joint defense agreement to enable the disclosure of such information information).
(b) Prior to the fullest extent permitted REIT Merger Effective Time, all information obtained by such Law Parent pursuant to this Section 7.03 and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence pursuant to the extent required byconfidentiality agreement, and in accordance withdated October 4, 2007 (the provisions of the letter agreement dated as of March 13, 2006“Company Confidentiality Agreement”), between Parent and the Company, shall be kept confidential in accordance with the Company Confidentiality Agreement. Prior to the REIT Merger Effective Time, all information obtained by the Company pursuant to the confidentiality agreement, dated January 18, 2008 (as it may be amended from time to time, the “Parent Confidentiality Agreement”). Any , between Parent and the Company, shall be kept confidential in accordance with the Parent Confidentiality Agreement.
(c) No investigation by Parent pursuant to this Section 7.03 or otherwise shall not affect any representation or warranty in this Agreement of any party hereto or any condition to the representations and warranties obligations of the Companyparties hereto.
Appears in 2 contracts
Samples: Merger Agreement (GMH Communities Trust), Merger Agreement (GMH Communities Trust)
Access to Information; Confidentiality. (a) From and after the date hereof through the Effective TimeClosing, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionCompany, the Company shall, and shall cause each of its Subsidiaries Affiliates to, furnish promptly afford or cause to Parent be afforded to the Buyer Parties and their Subsidiaries and their employees, counsel, auditors and representatives reasonable access to the auditors, properties, books, Contracts, commitments and records (aincluding accountant or auditor workpapers, subject to execution of a customary confidentiality agreement by the applicable Buyer Party) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available relating to the Company’s personnel. Neither , its Subsidiaries or the Transactions for any reasonable business purpose, including in respect of insurance matters, financial reporting, regulatory and compliance matters, Tax matters and accounting of the Company nor and its Subsidiaries, in each case, in a manner so as to not unreasonably interfere in any material respect with the normal business operations of the business of the Company; 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 reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its Subsidiaries reasonable best efforts to obtain the required consent of such third party to such access or disclosure at the applicable Buyer Party’s prior written request and provided, further, that the Company shall not be required to pay any fee, penalty or other consideration to any such third party to obtain their consent), (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), or (iii) violate any Law (provided that the Company shall use its 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 or the Buyers pursuant to disclose information this Section 5.01(a) to the extent such access or disclosure would jeopardize information is reasonably pertinent to a litigation where the attorney-client privilege Company or any of such Person its Affiliates, on the one hand, and any of the Buyers or contravene any applicable Lawof their respective Affiliates, on the other hand, are adverse parties.
(b) From and after the Closing, the Company shall hold, and shall use its reasonable best efforts to cause their respective Representatives to hold, in which latter case confidence and not to disclose to any other party, and not to use for any purpose other than as expressly required by Law or by this Agreement or the Company and its Subsidiaries shall provide access to New Merger Agreement, or disclose such in connection with reporting Tax information to the fullest extent permitted by such Law Company’s shareholders, any and shall cooperate with Parent in seeking all necessary exemptionsinformation, permits whether written or other consents or approvals to permit oral, concerning the Company business of Luxco 1A, Luxco 1B, the Transferred Subsidiaries, the Purchased Assets and its Subsidiaries to provide Parent (orthe Assumed Liabilities, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence except to the extent required bythat the Company can show that such information (a) is generally available to and known by the public through no fault of any of the Company, any of its Subsidiaries or any of their respective Representatives (or Representatives of their respective Subsidiaries); or (b) is lawfully acquired by any of the Company, any of its Subsidiaries or any of their respective Representatives from and in accordance withafter the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any of the Company or its Subsidiaries or any of their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the provisions of Company shall promptly notify the letter agreement dated as of March 13Buyer Parties in writing, 2006, between Parent and the Company (as it may shall disclose only that portion of such information which the Company is advised by its counsel in writing is legally required to be amended from time disclosed, provided that the Company shall use its commercially reasonable efforts, at the Buyer Parties’ sole expense, to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyobtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Appears in 2 contracts
Samples: Share and Asset Purchase Agreement (Home Loan Servicing Solutions, Ltd.), Share and Asset Purchase Agreement (New Residential Investment Corp.)
Access to Information; Confidentiality. From (a) Except (i) as otherwise prohibited by applicable Law or the date hereof through terms of any Contract or (ii) as would be reasonably expected to result in the Effective Timeloss of any attorney-client, upon attorney work product, or other legal privilege (provided, that the Company Entities shall use reasonable notice best efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company Entities have used, or has caused the Company Subsidiaries, as applicable, to use, reasonable best efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to applicable Lawthe restrictions or limitations as are reasonable in response to any Pandemic, including the adoption of any Pandemic Measures, the Company Entities shall and shall cause its the Company Subsidiaries and their respective representatives Representatives to, solely for purposes that are, in good faith, related to afford the consummation of the Mergers (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company and its Subsidiaries with the Parent Entities and their Affiliates, and at the Parent Entities’ expense: (x) provide to the Parent Entities and the Purchaser and to their respective Representatives (including Debt Financing Sources and Preferred Equity Investors) reasonable access, during normal business hours and upon reasonable prior notice to the Company Entities by the Parent Entities, to the officers, employees, accountants, counsel, financial advisors properties and offices and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees facilities of the Company Entities and its Subsidiaries the Company Subsidiaries, and such financial and operating data and such other information with respect to the business material books and operations records thereof and (y) furnish promptly to the Parent Entities such information concerning the business, properties, Contracts, assets, liabilities and personnel of the Company Entities and its the Company Subsidiaries as Parent, the Purchaser Parent Entities or Parent their respective Representatives may reasonably request. In additionthe event that the Company Entities or the Company Subsidiaries are withholding access or information requested by the Parent Entities or their respective Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company shall, and Entities shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available give notice to the Company’s personnelParent Entities of such fact, shall use reasonable best efforts to effect reasonable substitute virtual access or disclosure arrangements. Neither Nothing in this Section 7.02 shall be construed to require the Company nor Entities, the Company Subsidiaries or any of its Subsidiaries shall be required their respective Representatives to provide access to or to disclose (I) any of the foregoing information to the extent such related to the negotiation of this Agreement or, except as expressly set forth in Section 7.03, any Acquisition Proposal or any deliberation of the Executive Committee or the Special Committee regarding any Acquisition Proposal or Adverse Recommendation Change, as applicable or (II) any opinion to the Parent Entities. Any investigation conducted pursuant to the access or disclosure would jeopardize contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere with the attorney-client privilege conduct of such Person or contravene any applicable Law, in which latter case the business of the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent Entities and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company Entities or the Company Subsidiaries of their normal duties or (as it may B) create a risk of damage or destruction to any property or assets of the Company Entities or the Company Subsidiaries. Any access to the properties of the Company Entities and the Company Subsidiaries will be amended subject to such Company Entity’s or Company Subsidiary’s reasonable security measures and insurance requirements. All requests for access pursuant to this Section 7.02 must be directed to specified Representatives of the Company Entities from time to time.
(b) All information obtained by the Parent Entities, the Merger Subs or their respective Representatives pursuant to this Article VII shall be kept confidential in accordance with the amended and restated mutual nondisclosure agreement, dated November 2, 2023 (the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations , between Silver Lake Technology Management, L.L.C. and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Emanuel Ariel), Merger Agreement (Endeavor Group Holdings, Inc.)
Access to Information; Confidentiality. (a) From the date hereof through to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable notice prior written notice, BioLite shall, and subject shall use commercially reasonable efforts to cause its officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent and BioKey reasonable access, consistent with applicable Law, the Company shall at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of BioLite and its Subsidiaries, and shall cause its Subsidiaries and their respective representatives to afford to furnish Parent and the Purchaser BioKey with all financial, operating and to other data and information as Parent and BioKey, through their respective officers, employeesemployees or authorized representatives, accountantsmay from time to time reasonably request in writing. Notwithstanding the foregoing, counsel, financial advisors and other representatives (any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the “Parent Representatives”) reasonable access during normal business hours to such or operations of the properties, books, contracts, commitments, records, officers and employees of the Company BioLite and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably requestSubsidiaries. In addition, the Company shall, and BioLite shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any Law. Each of Parent, the Merger Subs and BioKey will hold and treat and will cause their respective officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning BioLite and its Subsidiaries furnished to Parent, Merger Subs or BioKey in connection with the transactions contemplated by this Agreement.
(b) From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, BioKey shall, and shall use commercially reasonable efforts to cause its officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent and BioLite reasonable access, consistent with applicable Law, in which latter case the Company at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of BioKey and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law Subsidiaries, and shall cooperate furnish Parent and BioLite with all financial, operating and other data and information as Parent and BioLite, through their respective officers, employees or authorized representatives, may from time to time reasonably request in seeking all necessary exemptionswriting. Notwithstanding the foregoing, permits any such investigation or other consents consultation shall be conducted in such a manner as not to interfere unreasonably with the business or approvals to permit the Company operations of BioKey and its Subsidiaries Subsidiaries. BioKey shall not be required to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose information where such access or disclosure would contravene any Law. Each of Parent, the Merger Subs and BioLite will hold and treat and will cause their respective officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning BioKey and its Subsidiaries furnished to Parent, such information. Parent shall hold any such information Merger Subs or BioLite in confidence connection with the transactions contemplated by this Agreement.
(c) From the date hereof to the extent required byEffective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Parent shall, and in accordance withshall use commercially reasonable efforts to cause its officers, directors and employees to, afford the provisions officers, employees, auditors and other authorized representatives of BioLite and BioKey reasonable access, consistent with applicable Law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of the letter agreement dated as of March 13, 2006, between Parent and the Company (its Subsidiaries, and shall furnish BioLite and BioKey with all financial, operating and other data and information as it BioLite and BioKey, through their respective officers, employees or authorized representatives, may be amended from time to timetime reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the “Confidentiality Agreement”)business or operations of the Parent and its Subsidiaries. Any investigation by The Parent shall not affect be required to provide access to or to disclose information where such access or disclosure would contravene any Law. BioLite and BioKey will hold and treat and will cause their respective officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the representations Parent and warranties of Merger Subs and their respective Subsidiaries furnished to BioLite and BioKey in connection with the Companytransactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (American BriVision (Holding) Corp), Agreement and Plan of Merger (American BriVision (Holding) Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject (a) Subject to applicable LawLaws relating to the exchange of information, the Company Seller shall and shall cause its Subsidiaries and their respective representatives to afford to Parent Parent’s and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Purchaser’s Representatives reasonable access during normal business hours during the period prior to such the Second Closing or the termination of the this Agreement to all of its and its Subsidiaries’ properties, books, contractsContracts, commitments, records, officers personnel and employees of records and the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and Seller shall cause each of its Subsidiaries to, (i) furnish promptly to Parent and Purchaser (a1) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity pursuant to the requirements of federal or state securities Laws and (b2) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent, Purchaser or any of their Representatives may reasonably request and (ii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent and Purchaser in their investigation of the internal or external reports prepared by it and/or Seller and its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available Subsidiaries. The information provided will be subject to the Company’s personnelterms of the Confidentiality Agreement. Neither the Company Seller nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize materially interfere with the conduct of its business, contravene any Law, rule, regulation, order, judgment, decree, or would reasonably be expected to violate or result in a loss or impairment of any attorney-client privilege or work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangement under circumstances in which the restrictions of such Person the preceding sentence apply. No investigation pursuant to this Section 4.6 or contravene information provided, made available or delivered to Purchaser pursuant to this Agreement (other than information contained in the Seller Disclosure Schedule) will affect any of the representations or warranties of the Seller contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.
(b) The Seller recognizes that by reason of its ownership of the Purchased Assets, including its use and ownership of the Key Products, the Seller and its Affiliates have acquired Confidential Information and Trade Secrets concerning the Key Products and the other Purchased Assets, the use or disclosure of which could cause Parent, Purchaser or their Affiliates substantial loss and damages. Accordingly, the Seller covenants to Parent and Purchaser that the Seller and its Affiliates will not, except in performance of its obligations to Parent and Purchaser or with the prior written consent of Parent, directly or indirectly, disclose Confidential Information relating to the Key Products or other Purchased Assets that it may learn or has learned by reason of its ownership of the Key Products or other Purchased Assets, unless (i) it is or becomes generally available to the public other than as a result of disclosure by the Seller or any of its Affiliates, (ii) it is generally made available to third parties without any limitations on its use or disclosure or (iii) disclosure is required by applicable Law. Nothing in this Section 4.6(b) shall be deemed to permit the disclosure by the Seller or any of its Affiliates of any Trade Secrets concerning the Key Products or the other Purchased Assets.
(c) The Seller shall preserve until the sixth anniversary of the First Closing Date all properties, in which latter case books, Contracts and records possessed by the Company Seller and its Subsidiaries which are not included in the First Closing Assets which may contain information relating to any of the First Closing Assets. From and after the First Closing, the Seller shall provide Parent, Purchaser and their Representatives with reasonable access during normal business hours to such properties, books, Contracts and records as well as personnel. Parent and Purchaser and their Representatives shall have the right to make copies of such books, Contracts and records. If the Seller intends to liquidate or disclose dissolve during such information six-year period, the Seller shall first offer in writing at least ninety (90) days prior to such liquidation or dissolution to transfer such properties, books, Contracts and records to Parent.
(d) The Seller shall preserve until the fullest extent permitted sixth anniversary of the Second Closing Date all properties, books, Contracts and records possessed by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company Seller and its Subsidiaries which are not included in the Second Closing Assets which may contain information relating to any of the Second Closing Assets, Assumed Liabilities or Key Products Employees. From and after the Second Closing, the Seller shall provide Parent, Purchaser and their Representatives with reasonable access during normal business hours to such properties, books, Contracts and records as well as personnel. Parent and Purchaser and their Representatives shall have the right to make copies of such books, Contracts and records. If the Seller intends to liquidate or dissolve during such six-year period, the Seller shall first offer in writing at least ninety (or90) days prior to such liquidation or dissolution to transfer such properties, if necessarybooks, Contracts and records to Parent.
(e) Subject to applicable Laws relating to the exchange of information, and with respect to the Purchased Assets and the Boulder Facilities, until the second anniversary of the Second Closing Date, Parent and Purchaser shall afford to the Seller and its counsel or other representatives in lieu of Parent) Representatives reasonable access to or to disclose to Parent, such information. Parent shall hold any such information records contained in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent Purchased Assets and the Company (as it may be amended from time to timeKey Products Employees during normal business hours after the Second Closing Date and on at least three Business Days’ prior written notice, for any reasonable business purpose specified by the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanySeller in such notice.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Insmed Inc)
Access to Information; Confidentiality. From (a) During the date hereof through Interim Period, to the Effective Timeextent permitted by applicable Law and contracts, upon reasonable notice and subject to applicable Lawthe reasonable restrictions imposed from time to time upon advice of counsel, each of the Company shall Parties shall, and shall cause its each of the Company Subsidiaries to, afford to the Parent Parties, Parent’s financing sources and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Representatives reasonable access during normal business hours and upon reasonable advance notice to such all of the their respective properties, offices, books, contracts, commitments, recordspersonnel and records and, officers and employees during such period, each of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company Parties shall, and shall cause each of its the Company Subsidiaries to, furnish reasonably promptly to the Parent Parties (ai) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel the Parent Parties may reasonably request.
(b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available Prior to the Company’s personnel. Neither Closing, with the prior written consent of the Company nor (which consent shall not be unreasonably withheld, conditioned or delayed), the Parent Parties, at their own expense, shall have the right to such reasonable access during normal business hours in order to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examinations or studies with respect to each Company Property that the Parent Parties deem to be reasonably necessary (collectively, “Tests”), so long as such Tests do not damage any of its Subsidiaries property or any portion thereof in any material respect. The Parent Parties shall be required to conduct such Tests in a manner so as not to significantly disturb or interfere with the current use of the Company Properties, and upon completion of such Tests, the Parent Parties agree at their sole expense to restore the Company Properties in all material respects to their respective conditions immediately prior to such Tests. The Parent Parties shall indemnify, defend (with counsel reasonably satisfactory to the Company Parties), protect and hold the Company Parties and all Company Subsidiaries harmless from and against any and all liability, loss, cost, damage or expense (including reasonable attorneys fees and costs), that the Company Parties or any Company Subsidiaries sustain or incur by reason of or in connection with any Tests conducted by the Parent Parties or their Representatives relating to or in connection with the Company Properties, or entry by the Parent Parties or their Representatives onto the Company Properties, solely to the extent that such Tests or entries were the proximate cause of any such losses, costs, damages or expense.
(c) Notwithstanding the foregoing, the Company Parties shall not be required by this Section 6.4 to provide the Parent Parties, Parent’s financing sources or their respective Representatives with access to or to disclose information (x) that is subject to the extent terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the Company Parties shall use their commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the Company Parties shall use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the Company Parties shall use their commercially reasonable efforts to allow for such access or disclosure would jeopardize to the extent that does not result in a loss of any such attorney-client privilege client, attorney work product or other legal privilege).
(d) The Parent Parties shall use their commercially reasonable efforts to minimize any disruption to the business of such Person or contravene any applicable Law, in which latter case the Company and its Parties or any Company Subsidiaries shall provide access to that may result from any requests for access, data or disclose such information hereunder. Prior to the fullest extent permitted by such Law Effective Time, without prior notice to and reasonable consultation with the Company, each of the Parent Parties shall not, and shall cooperate cause their respective Representatives and Affiliates not to, contact or otherwise communicate with Parent in seeking all necessary exemptionsthe employees of the Company Parties or any Company Subsidiary (other than those employees set forth on Section 6.4(d) of the Company Disclosure Letter) or tenants, permits lenders or other consents or approvals to permit parties with which the Company Parties or any Company Subsidiary has a business relationship regarding the business of the Company Parties and the Company Subsidiaries or this Agreement and the transactions contemplated hereby.
(e) Each of the parties hereto will hold, and will cause its Subsidiaries Representatives, financing sources and Affiliates to provide Parent (orhold, if necessary, its counsel or any nonpublic information of the other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, by and in accordance with, and will otherwise comply with, the provisions terms of the letter agreement dated as Confidentiality Agreement.
(f) The Company Parties agree to give prompt written notice to the Parent Parties upon becoming aware of March 13, 2006, between Parent and the occurrence or impending occurrence of any event or circumstance relating to it or any of the Company (as it may Subsidiaries which could reasonably be amended from time expected to timehave, individually or in the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyaggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (CapLease, Inc.), Merger Agreement (American Realty Capital Properties, Inc.)
Access to Information; Confidentiality. From the date hereof through of this Agreement until the Effective TimeTime or the date, upon reasonable notice and if any, on which this Agreement is terminated pursuant to Section 8.01, subject to applicable Law, and upon reasonable prior written notice, the Company shall Company, on the one hand, and Parent, on the other hand, shall, and each shall cause its Subsidiaries and each of their respective representatives to Subsidiaries to, afford to Parent and the Purchaser other parties and to their the other parties’ respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Representatives reasonable access during normal business hours to such all of the their and their respective Subsidiaries’ properties, booksoffices, contractspersonnel and books and records and, commitmentsduring such period, recordsthe Company, officers on the one hand, and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, on the Purchaser or Parent Representatives may reasonably request. In additionother hand, the Company shall, and each shall cause each of its their respective Subsidiaries to, furnish promptly to Parent (a) a copy of each material reportthe other parties all financial, schedule, registration statement operating and other document filed data and information concerning its business, properties and personnel as each may reasonably request; provided, however, that any such access shall not interfere unreasonably with the business or operations of the party granting access or otherwise result in any unreasonable interference with the prompt and timely discharge by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Companyparty’s personnelemployees of their normal duties. Neither the Company Company, nor Parent, nor any of its their respective Subsidiaries shall be required to (i) provide access to or to disclose information to the extent where such access or disclosure would reasonably be expected to jeopardize the attorney-client client, attorney work product or other legal privilege of the disclosing party (provided that the disclosing party shall use its reasonable best efforts to allow for such Person access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client, attorney work product or other legal privilege) or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to legal duty or disclose such information binding agreement entered into prior to the fullest extent permitted by such Law and date of this Agreement (provided that the disclosing party shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals use its reasonable best efforts to make appropriate substitute arrangements to permit the Company and its Subsidiaries to reasonable disclosure not in violation of any Law, legal duty or agreement) or (ii) provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose such portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure is reasonably likely to result in antitrust difficulties for the disclosing party or any of its Affiliates. No investigation under this Section 6.02 or otherwise shall affect any of the representations and warranties of the Company and the Company OP, on the one hand, or of Parent, such information. Parent shall hold OP and Merger Sub, on the other hand, contained in this Agreement or any such information in confidence condition to the extent required by, and in accordance with, the provisions obligations of the letter agreement parties under this Agreement. All information exchanged pursuant to this Section 6.02 shall be subject to the non-disclosure agreement, dated as of March 13June 8, 20062021, between Parent and the Company and Parent (as it may be amended from time to time, or one of its upstream Affiliates) (the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Independence Realty Trust, Inc.), Merger Agreement (Steadfast Apartment REIT, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon (a) Upon reasonable notice and subject to applicable Lawnotice, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective Parent’s officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (the collectively, “Parent Representatives”) reasonable access during normal business hours hours, throughout the period prior to such the earlier of the Effective Time or the Termination Date, to the Company’s and its Subsidiaries’ properties, books, contractsContracts, commitments, records, officers books and employees of the Company records and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, (i) furnish promptly to Parent (a) a copy of each material any report, schedule, registration statement and schedule or other document filed or received by it with any Governmental Entity pursuant to the requirements of federal or state Laws and (bii) the internal use reasonable best efforts to cause its Representatives to furnish promptly to Parent such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as Parent or external reports prepared by it and/or its Subsidiaries in the ordinary course that are Representatives may from time to time reasonably required by Parent promptly after such reports are made available to request (including furnishing the Company’s personnel. Neither financial results to Parent in advance of filing any Company SEC Documents containing such financial results), except that nothing herein shall require the Company nor or any of its Subsidiaries to disclose information to Parent to the extent that (A) the Company determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which the Company is a party (provided that the Company shall use its reasonable best efforts to obtain the required consent of the necessary party to such access or disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of attorney-client privilege to the Company (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of any attorney-client privilege), (C) relates to the negotiation and execution of this Agreement or, subject to Section 5.5, to any Company Alternative Transaction Proposal, (D) the Company determines, in its reasonable judgment, would be reasonably likely to expose the Company to risk of liability for disclosure of sensitive or personal information, or (E) the Company determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information pursuant to this Section 5.3(a) shall be required directed to provide an executive officer or other Person designated by the Company. Notwithstanding anything to the contrary herein, Parent shall not conduct any activities pursuant to this Section 5.3(a) in such a manner as to interfere unreasonably with the business or operations of the Company.
(b) Upon reasonable notice, Parent shall afford the Company and its Representatives reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to Parent’s and its Subsidiaries’ properties, Contracts, commitments, books and records and Parent shall, and shall cause each of its Subsidiaries to, (i) furnish promptly to the Company a copy of any report, schedule or other document filed or received by it pursuant to the requirements of federal or state Laws and (ii) use reasonable best efforts to cause its Representatives to furnish promptly to the Company such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the Company or its Representatives may from time to time reasonably request (including furnishing Parent’s financial results to the Company in advance of filing any Parent SEC Documents containing such financial results), except that nothing herein shall require Parent or any of its Subsidiaries to disclose information to the Company to the extent that (A) Parent determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which Parent is a party (provided that Parent shall use its reasonable best efforts to obtain the required consent of the necessary party to such access or disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of any attorney-client privilege to Parent (provided that Parent shall use its reasonable best efforts to allow for such access or disclosure would jeopardize the (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege privilege), (C) relates to the negotiation and execution of such Person or contravene this Agreement or, subject to Section 5.5, to any applicable LawParent Alternative Transaction Proposal, (D) Parent determines, in which latter case its reasonable judgment, would be reasonably likely to expose Parent to risk of liability for disclosure of sensitive or personal information, or (E) Parent determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information pursuant to this Section 5.3(b) shall be directed to an executive officer or other Person designated by Parent. Notwithstanding anything to the contrary herein, the Company shall not conduct any activities pursuant to this Section 5.3(b) in such a manner as to interfere unreasonably with the business or operations of the Company.
(c) The parties agree that each of them will treat any information received pursuant to this Section 5.3 in accordance with the Confidentiality Agreement between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13October 3, 2006, between Parent and the Company 2016 (as it may be amended from time to timeamended, the “Confidentiality Agreement”). Any investigation by Parent shall No representation as to the accuracy of any information provided pursuant to this Section 5.3 is made, and the parties may not affect rely on the accuracy of any such information other than as expressly set forth in the representations and warranties in Article III and Article IV. No information obtained pursuant to this Section 5.3 shall be deemed to modify any representation or warranty in Article III or Article IV.
(d) Subject to the terms of Section 5.3(a) in all respects, the Company shall cooperate and participate, as reasonably requested by Parent from time to time, in Parent’s efforts to plan the integration of the Companyparties’ operations in connection with, and taking effect upon consummation of, the Combination subject to applicable Law, including providing such reports on operational matters and participating on such integration planning teams and committees as Parent may reasonably request and taking the actions set forth on Section 5.3(a) of the Parent Disclosure Letter.
Appears in 2 contracts
Samples: Merger Agreement (Windstream Holdings, Inc.), Merger Agreement (EarthLink Holdings Corp.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon (a) Upon reasonable notice and subject to applicable Lawnotice, the Company shall (and shall cause each of its Consolidated Subsidiaries and their respective representatives to to) afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such Parent’s and Parent External Adviser’s Representatives, in a manner not disruptive to the operations of the properties, books, contracts, commitments, records, officers and employees business of the Company and its Subsidiaries (including any member of the Subsidiary Adviser Group), during normal business hours and such financial and operating data and such other information with respect upon reasonable notice throughout the period prior to the business Company Merger Effective Time (or until the earlier termination of this Agreement), to the personnel, advisors, properties, books and operations records of the Company and its Consolidated Subsidiaries as Parentand, the Purchaser or Parent Representatives may reasonably request. In additionduring such period, the Company shall, shall (and shall cause each of its Consolidated Subsidiaries to, ) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Consolidated Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Consolidated Subsidiaries to disclose any information to Parent, Parent (a) a copy of each material reportExternal Adviser or Acquisition Sub if such disclosure would, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to reasonable judgment of the Company’s personnel. Neither , (i) violate Applicable Law or the provisions of any agreement to which the Company nor or any of its Subsidiaries (including any member of the Subsidiary Adviser Group) is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, that nothing herein shall authorize Parent, Parent External Adviser or their respective Representatives to undertake any environmental testing involving sampling of soil, groundwater, or similar invasive techniques at any of the Company’s (or its Subsidiaries’ (including any member of the Subsidiary Adviser Group’s)) properties. No investigation or access permitted pursuant to this Section 5.5(a) shall affect or be required deemed to modify any representation or warranty made by the Company hereunder. The Company Confidentiality Agreement shall apply with respect to information furnished by the Company, its Consolidated Subsidiaries and the Company’s officers, employees and other Representatives hereunder.
(b) Upon reasonable notice, Parent shall (and shall cause each of its Consolidated Subsidiaries and Acquisition Sub to) afford to Representatives of the Company reasonable access, in a manner not disruptive to the operations of the business of Parent and its Subsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Company Merger Effective Time (or until the earlier termination of this Agreement), to the personnel, advisors, properties, books and records of Parent and its Consolidated Subsidiaries and, during such period, shall (and shall cause each of its Consolidated Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Consolidated Subsidiaries, and to provide access to copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require Parent or any of its Consolidated Subsidiaries to disclose any information to the extent Company if such access disclosure would, in the reasonable judgment of Parent, (i) violate Applicable Law or disclosure would the provisions of any agreement to which Parent or any of its Subsidiaries is a party or (ii) jeopardize the any attorney-client privilege of such Person or contravene any applicable Lawother legal privilege; provided, in which latter case further, that nothing herein shall authorize the Company and or its Subsidiaries Representatives to undertake any environmental testing involving sampling of soil, groundwater, or similar invasive techniques at any of Parent’s (or its Subsidiaries’) properties. No investigation or access permitted pursuant to this Section 5.5(b) shall provide access affect or be deemed to modify any representation or disclose such warranty made by Parent or Acquisition Sub hereunder. The Parent Confidentiality Agreement shall apply with respect to information to the fullest extent permitted furnished by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessaryParent, its counsel or Consolidated Subsidiaries, Acquisition Sub and Parent’s officers, employees and other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanyRepresentatives hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Ares Capital Corp), Merger Agreement (American Capital, LTD)
Access to Information; Confidentiality. From The Company agrees to (i) permit Park Sterling and Park Sterling’s Representatives to visit and inspect or investigate the date hereof through properties of the Effective TimeCompany and the Company’s Subsidiaries to examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably request and (ii) provide Park Sterling with access to the Representatives, vendors and any others having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to discuss the affairs, business, operations, condition, finances and accounts of the Company or its Subsidiaries and for integration planning (and the Company shall cause such Subsidiaries, Representatives and vendors to cooperate with such discussions), all upon reasonable notice and subject at such reasonable times and as often as Park Sterling may reasonably request. Any inspection or investigation pursuant to applicable Law, the Company this Section 6.2 shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access be conducted during normal business hours and in such manner as not to such interfere unreasonably with the conduct of the propertiesbusiness of the Company, booksthe Bank and the Company’s Subsidiaries, contractsand nothing herein shall require any Representative of the Company to disclose any information to the extent (A) prohibited by applicable Law or (B) that such disclosure would cause a loss of privilege to the Company or any Subsidiary (provided, commitmentsthat the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to rely on the representations and warranties of the Company. The Company agrees to distribute any notices requested by Park Sterling, records, officers including any and all notices to employees of the Company and or its Subsidiaries in a form approved by Park Sterling and such financial and operating data and such other information with respect reasonably acceptable to the business Company. In addition any communications by the Company or its Subsidiaries with its employees shall be subject to prior review and operations comment by Park Sterling and none of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall make any promises or commitments to its employees with respect to employment by the Company, Park Sterling or any of their respective Subsidiaries or the terms and conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Agreement and the transactions contemplated hereby shall be required to provide access to or to disclose information to subject to, and the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, receiving Party shall in which latter each case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking hold all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement confidentiality agreement, dated as of March January 13, 20062014, between Parent Park Sterling and Sandler X’Xxxxx & Partners, L.P. on behalf of the Company Company, with each such receiving Party subject to such restrictions as the recipient (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 2 contracts
Samples: Merger Agreement (Provident Community Bancshares, Inc.), Merger Agreement (Park Sterling Corp)
Access to Information; Confidentiality. From the date hereof through (a) Prior to the Effective Time, Time and upon reasonable notice and subject without unreasonable disruption to applicable Lawthe business carried on by the Company or the Company Subsidiaries, the Company shall (and shall cause its the Company Subsidiaries to) afford to Parent, MergerSub and their respective representatives Representatives reasonable access, during normal business hours, to afford to Parent and the Purchaser and to their respective its officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contractsContracts, commitments, records, officers personnel and employees records (other than the portion of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries Board minutes which discuss merger proposals) as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, and, during such period, the Company shall, shall (and shall cause each of its the Company Subsidiaries to, ) furnish promptly to Parent and MergerSub (ai) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity pursuant to the requirements of applicable U.S. federal securities Laws and (bii) all other information concerning its business, properties and personnel as Parent or MergerSub may reasonably request; provided that the internal or external reports prepared by it and/or its Subsidiaries foregoing shall not require the Company (A) to disclose any information that, in the ordinary course that are reasonably required by Parent promptly after such reports are made available to reasonable judgment of the Company’s personnel. Neither , would violate any applicable Law or (B) to disclose any information of the Company nor or any Company Subsidiary which would be reasonably likely to cause a waiver of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the any attorney-client privilege or attorney work product protection in the opinion of counsel to the Company (provided further that, in each such case under clauses (A) or (B), the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating such Law or without loss of such Person privilege or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such informationprotection). Parent shall hold be entitled to undertake environmental investigations at any of the properties owned, operated or leased by the Company or any Company Subsidiary, provided, that such investigations shall not include any intrusive sampling without the consent of the Company, such consent not to be unreasonably withheld or delayed. All requests for information in confidence made pursuant to this Section 5.02(a) shall be directed to the extent required byexecutive officer or other Person designated by the Company. From the date of this Agreement to the Effective Time, the Company shall further afford to Representatives of Parent and MergerSub reasonable access to the officers of the Company for purposes of negotiating new or amended employment agreements between such executive officers and the Surviving Corporation. No investigation pursuant to this Section 5.02 shall affect any representation or warranty made by the parties hereunder.
(b) Any information provided to Parent by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential in accordance with, the provisions of with the letter agreement between the parties dated as of March 13November 9, 2006, between Parent and the Company 2010 regarding confidentiality (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect , provided, however, that, notwithstanding the representations and warranties terms of the CompanyConfidentiality Agreement, Parent may provide information of the type covered by the Confidentiality Agreement to potential financing sources subject to customary confidentiality arrangements with such persons regarding such information.
Appears in 2 contracts
Samples: Merger Agreement (Galaxy Dream Corp), Merger Agreement (Rc2 Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the (a) The Company shall and shall cause its Subsidiaries and their respective representatives to will afford to Parent VIALOG and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable Representatives of VIALOG full access during normal business hours throughout the period prior to such the Effective Time to all of the its (and its Subsidiaries') properties, books, contracts, commitmentscommitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, officers ledgers, workpapers and employees other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and such certifying financial statements and operating data financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Financing Document, and (iii) such other information with respect concerning any of the foregoing as VIALOG will reasonably request. Subject to the business terms and operations conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold, in strict confidence all non-public documents and its Subsidiaries information furnished (whether prior or subsequent hereto) to VIALOG or to the Company, as Parentthe case may be, in connection with the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and Transactions.
(b) Subject to the internal terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably is required by Parent promptly after such reports are made available Applicable Law to be disclosed. In the Company’s personnel. Neither event that this Agreement is terminated in accordance with its terms, VIALOG and the Company nor will each promptly redeliver all non-public written material provided pursuant to this Section or any other provision of its Subsidiaries shall be required to provide access to this Agreement or to disclose information to otherwise in connection with the extent such access Merger and the Transactions and will not retain any copies, extracts or disclosure would jeopardize the attorney-client privilege other reproductions in whole or in part of such Person or contravene any applicable Law, in written material other than one copy thereof which latter case will be delivered to independent counsel for such party.
(c) The Company and VIALOG acknowledge that the Company and its Subsidiaries shall provide access to VIALOG executed one or disclose such more Confidential Disclosure Agreements (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit obtained from the Company and by VIALOG, or its Subsidiaries Representatives or by the Company or its Representatives from VIALOG pursuant to provide Parent (orSection 6.1(a), if necessary, its counsel the Confidentiality Letter or other representatives in lieu of Parent) access otherwise will be subject to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as Confidentiality Letter.
(d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of March 13, 2006, between Parent and any party or any condition to the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties obligations of the Companyparties.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Call Points Inc), Agreement and Plan of Reorganization (Call Points Inc)
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement until the earlier to occur of the Effective Time, upon reasonable notice and subject to applicable Law, Time or the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and termination of this Agreement in accordance with the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionterms set forth in Article VII, the Company shall, and shall cause each its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent (a) a copy such other information concerning the business and properties of each material report, schedule, registration statement the Company and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are as Parent may reasonably required by Parent promptly after such reports are made available request from time to the Company’s personneltime. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the protection of attorney-client privilege of such Person or contravene any applicable LawLaw (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement.
(b) The Company shall provide Parent with an unaudited consolidated balance sheet and statement of operations for each month ended following the date hereof through the Effective Date within 30 days of each month’s end.
(c) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in which latter case accordance with the Company terms set forth in Article VII, Parent shall comply with the Company’s reasonable requests for non-public information concerning the business and properties of Parent and its Subsidiaries. Neither Parent nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect Parent’s representations and warranties contained herein, or limit or otherwise affect the fullest extent permitted by such Law remedies available to the Company pursuant to this Agreement.
(d) Parent and the Company shall comply with, and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals cause their respective Representatives to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance comply with, all of their respective obligations under the provisions of the letter agreement Confidentiality Agreement, dated as of March 13February 7, 20062013, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent , which shall not affect survive the representations and warranties termination of this Agreement in accordance with the Companyterms set forth therein.
Appears in 2 contracts
Samples: Merger Agreement (Real Goods Solar, Inc.), Merger Agreement (Real Goods Solar, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time(a) Upon reasonable notice, upon reasonable notice and subject to applicable LawCBOT Holdings shall, the Company shall and shall cause its the CBOT Holdings Subsidiaries and their respective representatives to to, afford to Parent and the Purchaser and to their respective officers, directors, employees, accountants, counsel, financial advisors advisors, consultants, financing sources and other advisors or representatives (the collectively, “Parent Representatives”) reasonable of CME Holdings access during normal business hours to such all of the CBOT Holdings’ and its Subsidiaries’ properties, books, records, contracts, commitments, records, officers commitments and employees of the Company personnel and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as practicable to Parent CME Holdings (ai) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it with any during such period pursuant to the requirements of federal or state securities laws or a Governmental Entity or Self-Regulatory Organization and (bii) all other information with respect to CBOT Holdings as CME Holdings may reasonably request; provided, that CBOT Holdings may restrict the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide foregoing access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required byby applicable Law; and provided, further, that the foregoing shall not require CBOT Holdings to permit any inspection, or to disclose any information, that in the reasonable judgment of CBOT Holdings would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CBOT Holdings shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. CBOT Holdings shall keep CME Holdings reasonably informed from time to time as to status and developments regarding any audit, investigation, claim, suit or other proceeding (if any) with respect to Taxes and provide to CME Holdings, when available and prior to filing, drafts of any income Tax Returns relating to CBOT Holdings or any CBOT Holdings Subsidiary. CBOT Holdings shall, and shall cause the CBOT Holdings Subsidiaries to, reasonably cooperate with CME Holdings to provide such information (to the extent in accordance withCBOT Holdings’ or any CBOT Holdings Subsidiary’s possession or control) or customary affidavits as may be reasonably necessary for the issuance, at CME Holdings’ sole cost, of an ALTA title policy at Closing, subject, however, to the provisions facts and circumstances existing at the time of delivery of such information or affidavits, as the letter agreement case may be.
(b) Upon reasonable notice, CME Holdings shall, and shall cause the CME Holdings Subsidiaries to, afford to the Representatives of CBOT Holdings access during normal business hours to CME Holdings’ senior financial management personnel to receive periodic updates on financial information regarding CME Holdings and the CME Holdings Subsidiaries; provided, that CME Holdings may restrict the foregoing access to the extent required by applicable Law; and provided, further, that the foregoing shall not require CME Holdings to permit any inspection, or to disclose any information, that in the reasonable judgment of CME Holdings would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CME Holdings shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure.
(c) All information furnished pursuant to this Section 6.3 shall be subject to the confidentiality agreement, dated as of March 137, 2006, between Parent CBOT Holdings and the Company CME Holdings (as it may be amended from time to time, the “Confidentiality Agreement”). Any No investigation by Parent pursuant to this Section 6.3 shall not affect the representations and representations, warranties or conditions to the obligations of the CompanyParties contained herein.
Appears in 2 contracts
Samples: Merger Agreement (Chicago Mercantile Exchange Holdings Inc), Merger Agreement (Cbot Holdings Inc)
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement to the earlier of the Effective Time, upon reasonable notice and subject to applicable Law, Time or the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such termination of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information this Agreement in accordance with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionARTICLE 7, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly : (i) provide to Parent (a) and Merger Sub and their respective Representatives reasonable access during normal business hours in such a copy manner as not to interfere unreasonably with the business conducted by the Company or any of each material reportits Subsidiaries, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available upon prior notice to the Company’s personnel, to the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof and (ii) furnish during normal business hours upon prior notice such information concerning the business, properties, Contracts, assets and liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in a waiver of attorney-client privilege or similar protection (provided that the Company shall give Parent notice of any information withheld, 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 privilege or similar protection), (B) result in the disclosure of any trade secrets of third parties, (C) breach, contravene or violate any applicable Law (including any Regulatory Law) or (D) result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, that were provided to the Company Board in connection with its consideration of the Merger or the sale process leading to the Merger. Neither Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide any access or furnish any information pursuant to or to disclose information this Section 5.2 to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case information is reasonably pertinent to a Proceeding where the Company or any of its affiliates, on the one hand, and Parent or any of its Subsidiaries shall provide access affiliates, on the other hand, are adverse parties or reasonably likely to or disclose such information become adverse parties. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the fullest extent permitted other under this Section 5.2 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such Law and shall cooperate with Parent in seeking all necessary exemptionsoutside legal counsel to employees (including in-house legal counsel), permits officers, directors or other consents independent contractors (including accountants and expert witnesses) of the recipient unless express permission is obtained in advance from the source of the materials or approvals its legal counsel.
(b) Without limiting the generality of the foregoing or any other covenants or agreements contained herein, from the date of this Agreement to permit the earlier of the Effective Time or the termination of this Agreement in accordance with ARTICLE 7, the Company and its Subsidiaries shall furnish promptly to provide Parent (orwhich may be by filing or furnishing publicly via XXXXX) a copy of each report, if necessary, its counsel schedule and other documents filed or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence submitted by it pursuant to the extent required by, requirements of federal or state securities Laws and in accordance with, the provisions a copy of the letter agreement dated as of March 13, 2006, between Parent and any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws.
(as it may be amended from time to time, c) The Confidentiality Agreement (the “Confidentiality Agreement”), dated July 2, 2024 by and between the Company and Patient Square Capital, L.P. shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and their Representatives. Any investigation by Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause their respective Representatives not affect to, contact or otherwise communicate with the representations and warranties employees (other than members of the Company’s senior leadership team), customers, suppliers, distributors of the Company and its Subsidiaries regarding this Agreement or the Transactions without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Patterson Companies, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon (a) Upon reasonable notice and subject to applicable Applicable Law, each of the Company shall and Parent shall, and each shall cause its Subsidiaries and their respective representatives to to, afford to Parent the other party and the Purchaser and to their respective officersits Representatives, employeesreasonable access, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours during the period from the date of this Agreement to such the earlier of the First Merger Effective Time or the termination of this Agreement, to all of its properties, books, contracts, commitments, contracts and records, officers and employees and, during such period, each of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and each shall cause each of its Subsidiaries to, furnish promptly make available to the other party all other information concerning its businesses, properties and personnel as the other may reasonably request, and instruct its Representatives to reasonably cooperate with the other party in its investigation. All information furnished pursuant to this Agreement shall be subject to the confidentiality agreement, dated as of May 24, 2015, between Parent and the Company (a) a copy of each material report, schedule, registration statement and other document filed the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this Section 8.01 shall affect or be deemed to modify any representation or warranty made by it with any Governmental Entity and the Company or Parent pursuant to this Agreement.
(b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available Notwithstanding anything to the contrary in Sections 8.01, 8.02 or 8.03, none of the Company’s personnel. Neither the Company nor , Parent or any of its their respective Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information to the extent where such access or disclosure would jeopardize the attorney-client privilege of such Person party or its Subsidiaries or contravene any applicable Applicable Law, in which latter case fiduciary duty or binding agreement entered into prior to the date of this Agreement; provided that each of the Company and Parent shall, and each shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall provide either party have access to individual performance or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsevaluation records, permits medical histories or other consents similar information that in the reasonable opinion of the applicable party is sensitive or approvals the disclosure of which would reasonably be expected to permit subject such party or any of its Subsidiaries to risk of liability. Each of the Company and its Subsidiaries to provide Parent (ormay, if as each deems advisable and necessary, its reasonably designate any competitively sensitive material provided to the other under Section 8.01 or Section 8.02 as “Outside Counsel Only Material.” Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to any additional confidentiality or other representatives joint defense agreement the parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or directors of the recipient unless express permission is obtained in lieu advance from the source of Parent) access to the materials (the Company or to disclose to Parent, such information. Parent shall hold any such information in confidence to as the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it case may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companybe) or its legal counsel.
Appears in 2 contracts
Samples: Merger Agreement (Humana Inc), Merger Agreement (Aetna Inc /Pa/)
Access to Information; Confidentiality. From the date hereof through of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall shall, and shall cause each of its Subsidiaries and their respective representatives to to, afford to Parent and the Purchaser Merger Sub, and to their respective Representatives, reasonable access, during normal business hours and upon reasonable notice, to all of the officers, employees, accountantsagents, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers contracts and employees records of the Company and its Subsidiaries Subsidiaries, and during such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionperiod, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly all other information concerning the business, properties and personnel of the Company and its Subsidiaries as Parent or Merger Sub may reasonably request. Notwithstanding anything to Parent the contrary provided herein, the Company may restrict or prohibit such access to the extent that (a) a copy of each material reportany applicable Law requires the Company or its Subsidiaries to restrict or prohibit such access, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal granting such access would violate any Contract or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither material obligation of the Company nor or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries is a party or would disclose any information that is competitively sensitive or (c) granting access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege in respect of such documents or information, provided, however, that the Company shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or material obligation or waive such privilege or work-product doctrine. Prior to the Effective Time, Parent and Merger Sub will hold any information obtained pursuant to this Section 5.4 in accordance with the terms of the Confidentiality Agreement. No investigation pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding anything contained herein to the contrary, the Company shall not be required to provide any access or make any disclosure to or Parent pursuant to disclose information this Section 5.4 to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case information is reasonably pertinent to a litigation where the Company and or any of its Subsidiaries shall provide access to or disclose such information to Affiliates, on the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required byone hand, and in accordance withParent or any of its Affiliates, on the provisions of the letter agreement dated as of March 13other hand, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyare adverse parties.
Appears in 2 contracts
Samples: Merger Agreement (Stryker Corp), Merger Agreement (K2m Group Holdings, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject (a) Subject to applicable Law, the Company shall Forest will provide and shall will cause Forest’s Subsidiaries and its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors investment bankers, advisors, and agents and other representatives (the collectively, “Parent Representatives”) reasonable access to provide New Sabine Holdings and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to such of the offices, employees, customers, suppliers, properties, books, contracts, commitments, records, officers books and employees records of Forest Entities (so long as such access does not unreasonably interfere with the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of Forest or the Company and its Subsidiaries Forest Entities) as Parent, the Purchaser or Parent Representatives New Sabine Holdings may reasonably request. In additionSubject to applicable Law, New Sabine Holdings will provide and will cause New Sabine Holdings’ Subsidiaries and its and their respective Representatives to provide Forest and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the Company shalloffices, employees, properties, books and records of the Sabine Entities (so long as such access does not unreasonably interfere with the operations of New Sabine Holdings or the Sabine Entities) as Forest may reasonably request. No party shall have access to personnel records of the other party or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in such other party’s good faith opinion the disclosure of which could subject such other party or any of its Subsidiaries to risk of liability. No party shall be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the other party or its Subsidiaries without the prior written consent of such other party, which may be granted or withheld in such other party’s sole discretion.
(b) With respect to any information disclosed pursuant to this Section 6.3, each of New Sabine Holdings and Forest shall comply with, and shall cause each of its Subsidiaries toand their respective Representatives to comply with, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any all of its Subsidiaries obligations under the confidentiality agreement, dated January 17, 2014, previously executed by Sabine O&G and Forest (the “Confidentiality Agreement”). No party shall be required to provide access to or to disclose any information to the extent where such access or disclosure would jeopardize the any attorney-client privilege of such Person party or any Subsidiary of such party or contravene any applicable LawContract, in which latter case Law or order (it being agreed that the Company and its Subsidiaries parties shall provide access use their respective reasonable best efforts to or disclose cause such information to the fullest extent permitted by be provided in a manner that would not result in such Law and shall cooperate with Parent in seeking all necessary exemptions, permits jeopardy or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”contravention). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Merger Agreement (Forest Oil Corp)
Access to Information; Confidentiality. From the date hereof through the Effective TimeThe Company shall, upon reasonable notice and subject to applicable Law, the Company shall and shall cause each of its Subsidiaries and their respective representatives to to, afford to Parent and the Purchaser and to their respective Parent’s officers, employees, investment bankers, attorneys, accountants, counsel, financial advisors consultants and other representatives (the “Parent Representatives”) and advisors access upon reasonable access advance notice, during normal business hours in a manner as to such not interfere unreasonably with the conduct of the properties, books, contracts, commitments, records, officers and employees business of the Company and its Subsidiaries and such financial and operating data and such other information with respect Subsidiaries, during the period prior to the business Effective Time or the termination of this Agreement, to their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and operations of the Company employees, and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, during such period the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent and its representatives, as promptly as reasonably practicable, access to any information or persons concerning its business as may be reasonably and in good faith requested by or on behalf of Parent. Following the date of this Agreement and prior to the Effective Time, subject to applicable Law and the limitations and requirements applicable to Parent’s request and access to other information as set forth in this Section 5.02, Parent may (abut shall not be required to), request, in good faith, to (i) a copy of each material report, schedule, registration statement contact and other document filed by it with interview any Governmental Entity Company Personnel and (bii) review the internal personnel records and such other information concerning the Company Personnel, and the Company shall consider any such request in good faith (the approval of which shall not be unreasonably withheld, conditioned or external reports prepared by it and/or its Subsidiaries in delayed). Notwithstanding the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to where the extent Company reasonably determines (upon the advice of outside counsel) that such access or disclosure would could jeopardize the attorney-client privilege of such Person the Company or contravene any of its Subsidiaries or conflict with or violate any applicable LawLaw or any Contract, in including any confidentiality obligations contained therein, to which latter case the Company and or any of its Subsidiaries is a party; provided that the Company shall use its reasonable best efforts (A) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege or (B) to develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company. The Company shall advise Parent in such circumstances that it is unable to provide access to or disclose such the information requested by Parent pursuant to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsimmediately preceding sentence, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, shall reasonably describe the “Confidentiality Agreement”)reasons why such information is being withheld. Any No investigation by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives, and no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall not operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the representations and warranties obligations of the Companyparties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company confidential in accordance with the Confidentiality Agreement, and otherwise comply with the Confidentiality Agreement with respect to such information.
Appears in 1 contract
Samples: Merger Agreement (HashiCorp, Inc.)
Access to Information; Confidentiality. (a) From the date hereof through to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable notice and subject to applicable Lawprior written notice, the Company shall shall, and shall use its reasonable best efforts to cause its Subsidiaries subsidiaries, officers, directors and their respective representatives to employees to, afford to Parent and the Purchaser and to their respective officers, employees, accountantsauditors, counsel, financial advisors consultants and other authorized representatives (the “of Parent Representatives”) reasonable access during normal access, consistent with applicable law, at all reasonable business hours to such of the its officers, employees, properties, booksoffices, contracts, commitments, and other facilities and to all books and records, officers and employees of the Company shall furnish Parent with all financial, operating and its Subsidiaries and such financial and operating other data and information as Parent, through its officers, employees or authorized representatives, may from time to time reasonably request (which access shall include the provision of such data, periodic and other reports and other information with respect as is reasonably necessary to facilitate Parent’s ability to conduct transition planning and to remain informed regarding material aspects of the business and operations of the Company and its Subsidiaries subsidiaries, including monthly and quarterly operating reports in the form currently prepared by the Company). Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as Parent, not to interfere unreasonably with the Purchaser business or Parent Representatives may reasonably requestoperations of the Company or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. In addition, the Company shall, and shall cause each of use its Subsidiaries to, reasonable best efforts to furnish promptly to Parent (a) a copy copies of each material report, schedule, registration statement and other document filed by any filing it intends to make with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries SEC reasonably in the ordinary course that are reasonably required by Parent promptly after advance of such reports are made available to the Company’s personnelfiling. Neither the Company nor any of its Subsidiaries subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would violate or prejudice its rights or the rights of any of its officers, directors or employees, jeopardize the any attorney-client privilege of such Person or contravene any applicable Lawlaw, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement; provided, however, that in which latter case the event that the Company relies on this sentence to withhold access or disclosure, the Company shall, to the extent permitted by law and the protection of such attorney-client privilege, notify Parent of the nature of the withheld information.
(b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees and other representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries shall provide access subsidiaries furnished to Parent or disclose such information to Merger Sub in connection with the fullest extent permitted transactions contemplated by such Law and shall cooperate this Agreement in accordance with Parent in seeking all necessary exemptionsthe Confidentiality Agreement, permits or other consents or approvals to permit dated May 7, 2007, between the Company and its Subsidiaries to provide Parent Cerberus Capital Management, L.P. (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent ) which Confidentiality Agreement shall not affect the representations remain in full force and warranties of the Companyeffect in accordance with its terms.
Appears in 1 contract
Access to Information; Confidentiality. (a) From the date hereof through until the earlier of the Effective Time, upon reasonable notice and subject to applicable LawTime or the date on which this Agreement is terminated in accordance with its terms, the Company shall (and shall cause its Subsidiaries and their respective representatives to to) afford to Parent and the Purchaser its Representatives and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Debt Financing Sources reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees properties of the Company and its Subsidiaries (but not for the conduct of any sampling or other similarly invasive analysis of soil, water, air or building materials), facilities, personnel, books, Contracts and records and the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent such financial and operating data and such other information with respect to the business and operations of concerning the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent request (a) a copy of each material report, schedule, registration statement and other than any publicly available document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available pursuant to the Company’s personnel. Neither requirements of federal or state securities Laws); provided that (i) Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company nor or any of its Subsidiaries Subsidiaries; (ii) the Company shall have the right to have a designee of the Company accompany Parent and its Representatives on any visits or inspections of any properties of the Company and its Subsidiaries; and (iii) the Company shall not be required obligated to provide access to or to disclose information to the extent such access or disclosure information if the Company determines, in its reasonable judgment, after consultation with outside legal counsel, that doing so would reasonably be expected to violate applicable Law (including Antitrust Laws) or a Contract or obligation of confidentiality owing to a third party (provided that the Company has used commercially reasonable efforts to obtain, at Parent’s sole cost and expense with respect to any reasonable, documented, out-of-pocket costs and expenses related thereto, the consent of such counterparty to the Contract or such third party to whom the confidentiality obligation owes) or jeopardize the protection of the attorney-client privilege of such Person or contravene any applicable Law, privilege; provided that in which latter each case described in this clause (iii) the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsand use its commercially reasonable efforts to develop, permits or other consents or approvals at Parent’s sole cost and expense with respect to permit the Company any reasonable, documented, out-of-pocket costs and its Subsidiaries to provide Parent (orexpenses related thereto, if necessary, its counsel or other representatives in lieu alternative methods of Parent) access to or to disclose to Parent, providing such information. Parent shall hold any such information in confidence .
(b) Until the Effective Time, the parties hereto will be subject to the extent required by, and in accordance with, the provisions terms of the confidentiality letter agreement agreement, dated as of March 13February 9, 20062016, between Parent Riverstone Investment Group LLC and the Company Company, which shall remain in full force and effect and survive the termination of this Agreement (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent Notwithstanding anything herein to the contrary, the parties agree and acknowledge that the standstill and similar restrictions in the Stockholder Agreement shall not affect apply upon the representations execution and warranties delivery of this Agreement solely to the extent required to permit any action expressly contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.
(c) Parent acknowledges and agrees that it (i) had an opportunity to discuss the business of the Company with the management of the Company, (ii) has had access to the books and records, facilities, contracts and other assets of the Company which it and its Representatives have requested to review, (iii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and (iv) has conducted its own independent investigation of the Company, its businesses and the Transactions.
(d) From the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is validly terminated pursuant to Section 7.1, the Company shall (and shall cause its Subsidiaries to) deliver to Parent the reports set forth on Section 5.6(d) of the Company Disclosure Schedule, as and when required by Section 5.6(d) of the Company Disclosure Schedule.
Appears in 1 contract
Access to Information; Confidentiality. From (a) During the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionPre-Closing Period, the Company shall, and shall cause each the Representatives of its Subsidiaries the Company to, afford to Parent, Merger Sub and their respective Representatives reasonable access to its officers, employees, agents, properties, facilities, books, records, Contracts and other assets, and shall promptly furnish promptly to Parent, Merger Sub and their respective Representatives copies of all existing financial, operating and other data and information as such Persons may from time to time reasonably request; provided that any such access (including to employees) shall be conducted at Parent’s expense, at a reasonable time and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. During the Pre-Closing Period, the Company shall use reasonable best efforts to, at the request of Parent, facilitate site visits by any of Parent, Merger Sub or their respective Representatives at any facility of a Third Party contract manufacturer of the Company. The Company shall instruct its Representatives to cooperate with Parent and Merger Sub in their investigation of the Company. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and Merger Sub pursuant to this Agreement.
(b) Nothing herein shall require the internal or external reports prepared by it and/or its Subsidiaries Company to disclose any information to Parent if such disclosure would, in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither reasonable discretion (i) jeopardize any attorney client or other legal privilege (provided that the Company nor will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any of its Subsidiaries shall be required to provide access to or to disclose information to circumstances that resulted in the extent such access or disclosure would jeopardize the attorney-client privilege preparation of such Person privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, including any confidentiality agreement to which the Company is a party (provided that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which latter case the Company and its Subsidiaries restrictions of the preceding sentence apply.
(c) The information disclosed pursuant to this Section 7.7 shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and be treated in accordance with, with the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent , which shall not affect the representations remain in full force and warranties of the Companyeffect in accordance with its terms.
Appears in 1 contract
Samples: Merger Agreement (Arqule Inc)
Access to Information; Confidentiality. (a) From and after the date hereof through of this Agreement until the Effective Timeearlier to occur of the Closing Date or the date this Agreement shall be terminated pursuant to Article VII hereof, upon reasonable notice and subject to applicable Lawlaw relating to the exchange of information and to confidentiality obligations of the Company entered into prior to the date hereof, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable Purchaser’s Representatives access during normal business hours to such of the properties, books, records, contracts, commitments, recordsoperations, officers personnel and employees other information of the Company and its Subsidiaries and such financial and operating data and such other information with respect relating to the business and operations of the Company and its Subsidiaries Business as Parent, the Purchaser or Parent Representatives may reasonably request. Without limiting the foregoing, upon reasonable notice to Seller and during normal business hours, Seller shall cause Purchaser and its Representatives to have access to the books and records of the Company to perform auditing procedures and to the Real Property to perform such environmental tests and compliance audits (including, without limitation, “phase-1” and “phase-2” testing, soil borings and sampling and analysis of soil and groundwater) and other tests as Purchaser or its representatives may reasonably determine (in their sole discretion, but after consultation with Seller), including constructing xxxxx for testing the location, nature or degree of any groundwater contamination. All such environmental testing shall be conducted in a manner intended to avoid unreasonable disruption of the Company’s business. Such environmental tests and compliance audits shall be completed promptly and written reports of the results thereof shall be delivered to Seller within fifteen (15) Business Days thereafter. In the event that Purchaser’s due diligence reveals any condition of the Real Property that in Purchaser’s judgment requires disclosure to any Governmental Authority, Purchaser shall promptly notify Seller and the Company thereof. In such event, the Company, and not Purchaser or any Person acting on Purchaser’s behalf, shall make such disclosures to the extent agreed with Purchaser; provided, that nothing herein shall restrict the Company or Purchaser from making disclosures the Company deems appropriate or necessary. Notwithstanding the foregoing, Purchaser may disclose matters concerning the Real Property to a Governmental Authority if: (i) Purchaser reasonably believes that Purchaser is required by law to make such disclosure, (ii) Purchaser gives Seller and the Company not less than five (5) days’ prior written notice of the proposed disclosure along with the factual and legal basis for the required disclosure, and (c) the Company continues its failure to make the disclosure. In addition, Seller, the Company and Purchaser shall cooperate in planning for an orderly transition of the ownership and operation of the Company, which may include visits by Purchaser to the facilities of the Company or any remote location where any Books and Records are maintained or processed and meetings with Management and employees.
(b) Purchaser acknowledges that except for disclosures to Purchaser’s Representatives as contemplated by this Section 5.5, the information provided to Purchaser and its Representatives in connection with the Acquisition and this Agreement is subject to, and Purchaser shall, and shall cause each of its Subsidiaries Representatives to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it fully comply with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement of, that certain Confidentiality Agreement, dated as of March 13December 22, 20062003, between Parent Purchaser and the Company Xxxxxxxx Xxxxx Xxxxxx & Xxxxx, acting on behalf of Seller (as it may be amended from time to time, the “Confidentiality Agreement”), the terms of which are incorporated herein by this reference. Any investigation by Parent Upon the Closing, the obligations of Purchaser pursuant to the Confidentiality Agreement shall not affect the representations and warranties of terminate with respect to information concerning the Company.
(c) Purchaser acknowledges that its access to the Company’s facilities in connection with the Acquisition and this Agreement is subject to the following conditions: (i) Purchaser shall engage the Environmental Consultant to perform the testing specified in Section 5.5(a); (ii) the Environmental Consultant shall maintain liability insurance in the amount of not less than $2,000,000 with the Company as an additional insured, and shall provide Seller with a certificate of insurance evidencing such coverage before commencement of any such testing, (iii) no Representative of Purchaser other than the Environmental Consultant shall perform any intrusive testing at any Facility Site.
(d) Seller acknowledges that Purchaser’s costs and expenses for the engagement of the Environmental Consultant, as specified in Sections 5.5(a) and (c), shall be borne by Seller and Purchaser in equal shares, however, in no event shall Seller be liable for any portion of such costs and expenses in excess of $37,500. Purchaser shall, on the Closing Date, provide Seller with an accounting of the actual costs and expenses of the Environmental Consultant’s performance of the investigation and testing specified in Sections 5.5(a) and (c). Seller shall, within 30 days of the Closing Date, reimburse Purchaser for Seller’s share of such costs and expenses. In the event that this Agreement is terminated pursuant to Section 7.1, Purchaser shall provide Seller with such an accounting within 30 days thereof, and Seller shall, within 30 days of receipt of such an accounting, reimburse Purchaser for Seller’s share of such costs and expenses.
(e) From and after the Closing Date, except to the extent expressly required by applicable law or court order, Seller shall, and shall cause its Affiliates to, keep secret and confidential all proprietary, non-public information concerning the Company and the Company’s assets and not disclose the same, directly or indirectly, to any other Person, or use the same in any way; provided, however, that nothing herein shall restrict Seller’s or its Affiliates’ disclosure or use of information that (i) becomes known to the public without fault of Seller or its Affiliates, (ii) is obtained by Seller or its Affiliates from a third party who is lawfully in possession of such information and not subject to a confidentiality obligation in favor of Purchaser; or (iii) is independently developed by Seller or its Affiliate.
Appears in 1 contract
Access to Information; Confidentiality. From (a) During the date hereof through Interim Period, to the Effective Time, upon reasonable notice and subject to extent permitted by applicable Law: (i) SSGT shall, the Company shall and shall cause its the SSGT Subsidiaries and their respective representatives to to, afford to Parent SST II and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) its Representatives reasonable access during normal business hours and upon reasonable advance notice to such all of the their properties, offices, books, contractsContracts, commitmentspersonnel and records; and (ii) SSGT shall, recordsand shall cause the SSGT Subsidiaries to, officers and employees of shall use its reasonable best efforts to cause its Representatives to, furnish reasonably promptly to SST II any information concerning SSGT or the Company and its SSGT Subsidiaries and such financial and operating data and such other information (including with respect to the business and operations of the Company and its Subsidiaries any pending or threatened Action) as Parent, the Purchaser or Parent Representatives SST II may reasonably request. In additionconnection with such reasonable access to information, SSGT shall use its reasonable best efforts to cause its Representatives to participate in meetings and telephone conferences with SST II and its Representatives prior to the Company shallmailing of any Proxy Statement, prior to the Stockholders Meeting and at such other times as may be reasonably requested. No investigation under this Section 7.2(a) or otherwise shall cause each affect any of its Subsidiaries tothe representations and warranties of the Parties contained in this Agreement or any condition to the obligations of the Parties under this Agreement. Notwithstanding the foregoing, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably SSGT shall not be required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required this Section 7.2(a) to provide SST II or its Representatives with access to or to disclose information (i) that is subject to the extent terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice or in accordance with this Agreement (provided, however, SSGT shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (ii) the disclosure of which would violate any Law applicable to SSGT, any of the SSGT Subsidiaries or any of their respective Representatives (provided, however, that SSGT shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (iii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that SSGT shall use its reasonable best efforts to allow for such access or disclosure would jeopardize to the maximum extent that does not result in a loss of any such attorney-client privilege client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such Person privilege) or contravene (iv) for the purpose of allowing SST II or its Representatives to collect samples of soil, air, water, groundwater or building materials. SST II will use its reasonable best efforts to minimize any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information disruption to the fullest extent permitted by such Law business of SSGT and the SSGT Subsidiaries that may result from the requests for access, data and information hereunder. Prior to the REIT Merger Effective Time, SST II shall not, and shall cooperate cause the SST II Subsidiaries and their respective Representatives and Affiliates not to, contact or otherwise communicate with Parent parties with which SSGT or any SSGT Subsidiaries has a business relationship regarding the business of SSGT and the SSGT Subsidiaries or this Agreement and the transactions contemplated by this Agreement without the prior written consent of SSGT (provided, that, for the avoidance of doubt, nothing in seeking all necessary exemptionsthis Section 7.2(a) shall be deemed to restrict SST II from contacting such parties in pursuing the business of SST II operating in the ordinary course).
(b) SST II will hold, permits or other consents or approvals and will cause the SST II Subsidiaries and their respective Representatives and Affiliates to permit the Company and its Subsidiaries hold, any non-public information, including any information exchanged pursuant to provide Parent (orthis Section 7.2, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, by and in accordance with, and will otherwise comply with, the provisions terms of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent , which shall not affect remain in full force and effect pursuant to the representations terms thereof notwithstanding the execution and warranties delivery of this Agreement or the Companytermination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Strategic Storage Growth Trust, Inc.)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof through or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Law, the Company EBC shall (and shall cause its the Subsidiaries and their respective representatives to): (i) provide to afford to Parent and the Purchaser Coconut Palm and to their respective the Representatives of Coconut Palm reasonable access, during normal business hours and upon reasonable prior notice by Coconut Palm, to the officers, employees, accountantsagents, counselproperties, financial advisors offices and other representatives facilities of EBC and the Subsidiaries and to the books and records thereof, and (ii) furnish promptly to Coconut Palm such information concerning the “Parent Representatives”business, properties, Contracts, assets, liabilities, personnel and other aspects of EBC and the Subsidiaries as Coconut Palm or its Representatives may reasonably request. Without limiting the foregoing, Coconut Palm and its Representatives shall have the right to conduct appraisal and environmental and engineering inspections of each of EBC’s properties. In the event any access to information is prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, EBC shall inform Coconut Palm of the nature of such information and provide a summary of such information.
(b) Except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, Coconut Palm shall: (i) provide to EBC and to the Representatives of EBC reasonable access access, during normal business hours and upon reasonable prior notice by EBC, to such of the officers, employees, agents, properties, books, contracts, commitments, records, officers offices and employees other facilities of the Company Coconut Palm and its Subsidiaries and such financial and operating data and such other information with respect to the business books and operations records thereof, and (ii) furnish promptly to EBC such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and Coconut Palm as EBC or its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each event any access to information is prohibited by applicable Law or the terms of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available Contract entered into prior to the Company’s personnel. Neither the Company nor date hereof or would be reasonably expected to violate any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege privilege, Coconut Palm shall inform EBC of the nature of such Person or contravene any applicable Law, in which latter case the Company information and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu a summary of Parent) access to or to disclose to Parent, such information. Parent No investigation pursuant to this Section 5.03 shall hold affect any such information representation or warranty in confidence this Agreement of any party hereto or any condition to the extent required by, and in accordance with, the provisions obligations of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyparties hereto.
Appears in 1 contract
Access to Information; Confidentiality. From (a) Except as may be necessary to comply with any Applicable Laws, from the date hereof through of this Agreement until the Effective TimeClosing Date, upon reasonable notice Seller Companies shall (i) give Buyer and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Representatives reasonable access to the records of Seller Companies relating to the HPG Business during normal business hours to such of the propertiesand upon reasonable prior notice, books, contracts, commitments, records, officers and employees of the Company (ii) give Buyer and its Subsidiaries Representatives reasonable access to any facilities the possession of which will be transferred to Buyer at Closing during normal business hours and upon reasonable prior notice, (iii) furnish to Buyer and its Representatives such financial and operating data and such other information with respect relating to the HPG Business as Buyer may reasonably request and (iv) instruct the employees and Representatives of Seller Companies to provide reasonable cooperation to Buyer in its investigation of the HPG Business. Without limiting the generality of the foregoing, subject to the limitations set forth in the first sentence of this Section 5.02(a), from the date of this Agreement to the Closing Date Seller shall (i) use reasonable commercial efforts to enable Buyer and its Representatives to conduct, at Buyer's expense, business and operations financial reviews, investigations and studies as to the operation of the Company HPG Business, including any tax, operating or other efficiencies that may be achieved and (ii) give Buyer and its Subsidiaries as Parent, Representatives access upon reasonable request to information relating to the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and HPG Business.
(b) For a period commencing on the internal Closing Date and ending on the date on which the Trademark License Agreement terminates in respect of the Black & Deckxx xxxdemark, Seller Companies will treat and hold as confidential, any confidential information relating primarily to the operations or external reports prepared affairs of the HPG Business. In the event any Seller Companies are requested or required (by it and/or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such confidential information, then Seller shall notify Buyer promptly of the request or requirement so that Buyer, at its Subsidiaries expense, may seek an appropriate protective order or waive compliance with this Section 5.02(b). If, in the ordinary course absence of a protective order or receipt of a waiver hereunder, any Seller Companies are, on the advice of counsel, compelled to disclose such confidential information, Seller Companies may so disclose the confidential information, provided that are reasonably required by Parent promptly after Seller Companies shall use their reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to 15 such reports are made available confidential information. The provisions of this Section 5.02(b) shall not be deemed to prohibit the disclosure of confidential information relating to the Company’s personnel. Neither operations or affairs of the Company nor HPG Business by any of its Subsidiaries shall be required to provide access to or to disclose information Seller Companies to the extent such access reasonably required (i) to prepare or disclosure would jeopardize the attorney-client privilege of such Person complete any required Tax Returns or contravene any applicable Lawfinancial statements, (ii) in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate connection with Parent in seeking all necessary exemptions, permits audits or other consents proceedings by or approvals to permit the Company and its Subsidiaries to provide Parent on behalf of a Governmental Authority, (oriii) in connection with any insurance claims, if necessary, its counsel or other representatives in lieu of Parent(iv) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and necessary to comply with any Applicable Laws or (v) to provide services to any Buyer Companies in accordance withwith the terms and conditions of any of the Transaction Documents. Notwithstanding the foregoing, the provisions of the letter agreement dated this Section 5.02(b) shall not apply to information that (i) is or becomes publicly available other than as a result of March 13a disclosure by any Seller Company, 2006(ii) is or becomes available to a Seller Company on a non-confidential basis from a source that, between Parent and the to Seller's knowledge, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iii) is or has been independently developed by a Seller Company (as it may be amended from time to time, other than solely for the “Confidentiality Agreement”HPG Business). Any investigation by Parent This Section 5.02(b) shall not affect apply to the representations and warranties disclosure of confidential information concerning the Companyhousehold products businesses of Seller Companies headquartered in countries other than the Designated Countries or to the use, license or sale of Intellectual Property not constituting Transferred Assets.
Appears in 1 contract
Samples: Transaction Agreement (Windmere Durable Holdings Inc)
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law or for any access or disclosure that would reasonably be expected to violate or result in the date hereof through loss or waiver of any attorney-client (or other legal) privilege or in the Effective Timebreach or violation of the provisions of any Contract to which the Company is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions), during the Pre-Closing Period, the Company shall (and shall use reasonable best efforts to cause its Representatives to), and at Parent’s expense, in such a manner as not to unreasonably interfere with the normal operation of the business of the Company or any of its Subsidiaries: (i) provide to Parent and its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the Company by Parent, to the officers, employees, agents, properties, offices and subject other facilities of the Company and the Company Subsidiaries and to the books and records thereof; and (ii) furnish as promptly as practicable to Parent such information concerning the business, properties, Company Products, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; provided that if such access or disclosure would reasonably be expected to (A) be prohibited by applicable Law, the Company shall and use reasonable best efforts to provide such access or disclosure in a manner that does not violate Law or (B) would result in the loss or waiver of any attorney-client (or other legal) privilege or in the breach or violation of the provisions of any Contract, the Company shall cause use its Subsidiaries and their respective representatives reasonable best efforts to afford allow for such access or disclosure (or as much of it as possible) in a manner that would not result such loss, waiver, breach or violation, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that may alleviate such loss of privilege. Nothing in this Section 6.02 will be construed to require the Purchaser and Company or any of its Representatives to their respective officers, employees, accountants, counsel, financial advisors and other representatives (prepare any appraisals or opinions. Any investigation conducted pursuant to the “Parent Representatives”) reasonable access during normal business hours to such contemplated by this Section 6.02 will be conducted in a manner that does not unreasonably interfere with the conduct of the properties, books, contracts, commitments, records, officers and employees business of the Company and its Subsidiaries and such financial and operating data and such other information with respect or create a material risk of damage or destruction to any property or assets of the Company. Any access to the business and operations properties of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available will be subject to the Company’s personnelreasonable security measures, health and safety measures, and insurance requirements, and will not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase I or Phase II environmental assessments. Neither To the extent applicable, the Company nor any of may satisfy its Subsidiaries covenants set forth in this Section 6.02 by electronic means if physical access is not reasonably feasible or is restricted under applicable public health or similar Laws or measures.
(b) All information obtained by Pxxxxx, Merger Sub or their respective Representatives pursuant to this Section 6.02 shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and kept confidential in accordance withwith the Confidential Disclosure Agreement, the provisions of the letter agreement dated as of March 13June 12, 2006, between Parent and the Company 2023 (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by , between Parent and the Company; provided that nothing in the Confidentiality Agreement shall not affect the representations and warranties restrict Parent’s or Merger Sub’s ability to take any of the Company.actions expressly contemplated by this Agreement. If this Agreement is terminated pursuant to Article VIII, it is agreed that, notwithstanding anything to the contrary in the Confidentiality Agreement, any term of the confidentiality and non-use obligations under the Confidentiality Agreement will be deemed to be extended to one (1) year following such termination. The Company and Parent hereby agree, in accordance with Section 13 of the Confidentiality Agreement, that the Confidentiality Agreement shall be deemed to have been, and hereby is, amended by the provisions of this Section 6.02
Appears in 1 contract
Access to Information; Confidentiality. From (a) During the period from the date hereof through of this Agreement to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionprior notice, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly afford to Parent (a) a copy of each material reportthe officers, scheduleemployees, registration statement accountants, counsel and other document filed by it with any Governmental Entity representatives of Parent and Acquisition (b) the internal or external reports prepared by it and/or its Subsidiaries including prospective lenders involved in the ordinary course that are reasonably required by Parent promptly after such reports are made available Financing or any Alternative Financing (as hereinafter defined) (and their officers, employees, counsel and advisors)), during normal business hours, reasonable access, consistent with applicable Law, to all of the Company’s personneland its Subsidiaries’ properties, books, records, leases, contracts, commitments, officers and employees as such Persons may from time to time reasonably request. In addition, the Company shall use its reasonable best efforts to provide such Persons, if so requested, with reasonable access to its accountants, counsel and other representatives. Notwithstanding the foregoing, Parent and the prospective lenders shall use their reasonable best efforts to conduct any such investigation or consultation in such a manner as not to unreasonably interfere with the business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the attorney-client privilege of such Person the Company or its Subsidiaries or contravene any applicable Law, Law or binding agreement entered into prior to the date of this Agreement. It is agreed that the parties will use their reasonable best efforts to make appropriate substitute arrangements under circumstances in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions restrictions of the letter agreement previous sentence apply. The Confidentiality Agreement dated as of March 13October 4, 2006, 2006 between Parent WCAS and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation , has applied and shall apply with respect to information furnished thereunder or hereunder and any other activities contemplated thereby or hereby.
(b) During the period from the date hereof to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, promptly make available to the Company (i) a copy of each report, schedule, registration statement and other document filed by Parent shall not affect it with the representations SEC, or received by it from the SEC, during such period, and warranties of the Company(ii) such other information concerning its business, properties and personnel as may be reasonably requested.
Appears in 1 contract
Samples: Merger Agreement (United Surgical Partners International Inc)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject Subject to applicable Law, during the Pre-Closing Period and upon reasonable prior notice, the Company shall shall, and shall cause its respective Subsidiaries and their respective representatives to to, afford to Parent and the Purchaser and its Representatives reasonable access to all their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, recordspersonnel and records and, officers and employees of the Company and its Subsidiaries and during such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionperiod, the Company shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of Federal or state securities Laws other than those publicly available in the SEC’s XXXXX (or successor) system; and (b) all other information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that (i) the internal Company may withhold any document or external reports prepared by it and/or its Subsidiaries in the ordinary course information that are reasonably required by Parent promptly after such reports are made available (A) is subject to the Company’s personnel. Neither terms of a confidentiality agreement with a third party in effect as of the Company nor date of this Agreement (provided that the withholding party shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); or (B) is subject to any of attorney-client, attorney work product or other similar privilege (provided that the withholding party shall use its Subsidiaries shall be required reasonable best efforts to provide access to or to disclose information to the extent allow for such access or disclosure would jeopardize the (or as much of it as possible) in a manner that does not result in a loss of such attorney-client privilege client, attorney work product or other similar privilege); and (ii) if, in the reasonable judgment of the Company any Law (including antitrust Laws) applicable to the Company requires the Company or its Affiliates to restrict or prohibit access to any such Person properties or contravene information, the Company or its Affiliates may so restrict or prohibit such access, including by designating such information as “Clean Team Only” or “Outside Counsel Only” pursuant to a customary Clean Team Confidentiality Agreement agreed between the parties. If any material is withheld by the Company pursuant to the proviso to the preceding sentence, the Company shall inform Xxxxxx as to the general nature of what is being withheld and the Company shall use reasonable best efforts to enter into an alternative arrangement, including a “clean-team” agreement, pursuant to which such information may be shared without violating such applicable Law, in which latter case the Company and its Subsidiaries . All information exchanged pursuant to this Section 6.5 shall provide access to or disclose such information be subject to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, Confidential Disclosure Agreement between Parent and the Company and dated as of November 17, 2022 (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to Except if prohibited by any applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officersParent’s Representatives, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the Pre-Closing Period to its properties, books, contracts, commitments, books and records, officers Contracts and employees of personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries personnel as Parent, the Purchaser or Parent Representatives may reasonably request, in each case, solely for the purpose of effectuating the Transaction and integration planning; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. In additionNotwithstanding the immediately preceding sentence, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide afford access to or to disclose furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (i) the Transactions or any alternative transactions considered by the Company Board, (ii) any Company Takeover Proposal or (iii) any Intervening Event, or (c) the Company determines in good faith after consulting with counsel that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of such Person the Company, violate applicable Law or contravene any applicable Law, result in which latter case increased regulatory risk for the Company and in respect of the Transactions; provided that the Company will use its Subsidiaries shall provide access reasonable efforts to or disclose obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege, violating applicable Law or resulting in such antitrust risk, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit agreement set forth on Section 7.01 of the Company and its Subsidiaries to provide Parent Disclosure Letter (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon (a) Upon reasonable notice and subject to applicable Applicable Law, the Company shall Parent shall, and shall cause its Subsidiaries and their respective representatives to to, afford to Parent the Company and the Purchaser and to their respective officersits Representatives, employeesreasonable access, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours during the period from the date of this Agreement to such the earlier of the Effective Time or the termination of this Agreement, to all of its properties, books, contracts, commitments, contracts and records, officers and employees of the Company and its Subsidiaries and and, during such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parentperiod, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly make available to the Company all other information concerning its businesses, properties and personnel as the Company may reasonably request, and instruct its Representatives to reasonably cooperate with the Company in its investigation. All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement; provided, however, notwithstanding anything to the contrary contained herein, Parent (a) a copy of each material report, schedule, registration statement and other document filed the Company consent and agree that all information referenced in Section 8.4 may be shared with and delivered to the Financing Sources. No information or knowledge obtained in any investigation pursuant to this Section 7.6 shall affect or be deemed to modify any representation or warranty made by it with any Governmental Entity and Parent or the Company pursuant to this Agreement.
(b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available Notwithstanding anything to the Company’s personnel. Neither the Company contrary in this Section 7.6, Section 8.1 or Section 8.2, neither Parent nor any of its Subsidiaries shall be required to provide access to its properties, books, contracts, records or personnel if such access would unreasonably disrupt its operations, or provide access to or to disclose information to the extent where such access or disclosure would jeopardize the attorney-client privilege of such Person Parent or any of its Subsidiaries or contravene any applicable LawApplicable Law or binding agreement entered into prior to the date of this Agreement; provided that Parent shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or after the date hereof and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall the Company have access to individual performance or evaluation records, medical histories or other similar information that the disclosure of which, in which latter case the Company and its Subsidiaries shall provide access reasonable opinion of Parent, would reasonably be expected to subject Parent or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and any of its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu risk of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyliability.
Appears in 1 contract
Samples: Merger Agreement (WillScot Corp)
Access to Information; Confidentiality. (a) From the date hereof through until the Effective Timeearlier of the termination of this Agreement in accordance with its terms and Closing, upon reasonable notice and subject to applicable Lawadvance notice, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company Latch shall, and shall cause each of its Subsidiaries to, furnish promptly provide to Parent HDW and its representatives during normal business hours reasonable access to all employees, consultants, accountants, agents, other representatives, facilities, books and records of Latch and its Subsidiaries reasonably requested; provided that (a) a copy such access shall be at the risk of each material reportHDW and its representatives, schedule, registration statement and other document filed by it with any Governmental Entity and (b) such access shall occur in such a manner as Latch reasonably determines to be appropriate to protect the internal confidentiality of the transactions contemplated hereby and (c) nothing herein shall require Latch to provide access to, or external reports prepared by it and/or to disclose any information to, HDW or any of its Subsidiaries representatives if such access or disclosure, in the ordinary course that are reasonably required by Parent promptly after such reports are made available good faith reasonable belief of Latch, (i) would cause significant competitive harm to the Company’s personnel. Neither the Company nor Latch or any of its Subsidiaries if the transactions contemplated hereby are not consummated, (ii) would waive any legal privilege, (iii) would be in violation of applicable laws or regulations of any Governmental Entity, (iv) would adversely impact or delay Latch’s ongoing remediation and restatement processes or (v) would adversely impact or delay Latch’s efforts to comply with Nasdaq’s listing requirements. For the avoidance of doubt, Latch shall not be obligated under this Section 5.3(a) to permit HDW or any of its representatives to conduct any invasive, intrusive or subsurface sampling or testing of any media at Latch’s properties or facilities. All of such information provided to HDW shall be required treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions and restrictions of which are by this reference hereby incorporated herein.
(b) From the date hereof until the earlier of the termination of this Agreement in accordance with its terms and Closing, upon reasonable advance notice, HDW shall provide to Latch and its representatives during normal business hours reasonable access to all employee, facilities, books and records of HDW reasonably requested; provided that (a) such access shall be at the risk of Latch and its representatives, (b) such access shall occur in such a manner as HDW reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated hereby and (c) nothing herein shall require HDW to provide access to to, or to disclose any information to the extent to, Latch or any of its representatives if such access or disclosure disclosure, in the good faith reasonable belief of HDW, (i) would jeopardize cause significant competitive harm to HDW if the attorney-client transactions contemplated hereby are not consummated, (ii) would waive any legal privilege or (iii) would be in violation of applicable laws or regulations of any Governmental Entity. For the avoidance of doubt, HDW shall not be obligated under this Section 5.3(b) to permit Latch or any of its representatives to conduct any invasive, intrusive or subsurface sampling or testing of any media at HDW’s properties or facilities. All of such Person information provided to Latch shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions and restrictions of which are by this reference hereby incorporated herein.
(c) Promptly following the date hereof, Latch and HDW shall establish a transition and integration planning team (the “Integration Committee”), comprised of such officers and other persons as they mutually agree. The chair of the Integration Committee will be the Chief Executive Officer of HDW or contravene any such other person as designated by the Chief Executive Officer of HDW. Subject to applicable Law, in which latter case the Company Integration Committee shall discuss and its plan for a transition and integration planning process concerning the combination of the operations of Latch, Xxxxx’s Subsidiaries shall provide access to or disclose such information to and HDW after the fullest extent permitted by such Law Closing, and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended meet from time to time, as reasonably requested by the “Confidentiality Agreement”)Chief Executive Officer of HDW. Any investigation by Parent shall not affect the representations and warranties All members of the CompanyIntegration Committee (as well as any other person that is granted access to the information and planning process discussed by the Integration Committee) shall enter into agreements with Latch containing provisions that require such counterparty thereto (and any of its affiliates and representatives named therein) to (i) keep all such information confidential and refrain from using such information, (ii) protect all Intellectual Property of Latch and (iii) ensure that any Intellectual Property resulting from the work of the Integration Committee is owned by Xxxxx (in each case, subject to customary exceptions).
Appears in 1 contract
Samples: Merger Agreement (Latch, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject (a) Subject to applicable Law, during the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officersInterim Period, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) upon reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect advance notice to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionCompany, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and its Representatives reasonable access during normal business hours to the officers, employees, properties, books, Contracts and records of the Company and its Subsidiaries (other than any of the foregoing that relate to the consideration, negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 5.3, any Takeover Proposal or Intervening Event) and (ii) furnish promptly to such information concerning its business, personnel, assets, liabilities and properties as Parent (a) a copy of may reasonably request, in each material reportcase, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available for reasonable business purposes related to the Companyconsummation of the Merger Transactions; provided, that any such access shall be conducted at Parent’s personnel. Neither expense, at a reasonable time, under the supervision of appropriate personnel of the Company nor or its applicable Subsidiaries and in such a manner as not to interfere unreasonably with the normal business or operations of the Company or any of its Subsidiaries; provided, further, that such access may be limited by the Company to the extent reasonably necessary (A) for the Company or any of its Subsidiaries to comply with any applicable COVID-19 Measures or (B) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company’s or its Subsidiaries’ respective Representatives or commercial partners (provided, that, in the case of clauses (A) and (B), the Company shall, and shall be required cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (x) jeopardize any attorney-client or other legal privilege (so long as the Company and its Subsidiaries have reasonably cooperated with Parent to permit such inspection of or to disclose such information to the extent on a basis that does not waive such access privilege with respect thereto) or disclosure would jeopardize the attorney-client privilege of such Person or (y) contravene any applicable Law, in fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which latter case the Company and or any of its Subsidiaries shall provide access is a party) (so long as the Company has used reasonable best efforts to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals make appropriate substitute arrangements to permit the Company reasonable disclosure not in violation of such applicable Law, agreement or duty); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and its Subsidiaries disclosure may be limited to provide Parent (or, if necessary, its external counsel or other representatives in lieu of Parent) access to or to disclose to for Parent, such information. Parent shall hold any such information in confidence to the extent that the Company determines doing so may be reasonably required byfor the purpose of complying with applicable Antitrust and Foreign Investment Laws.
(b) No information or knowledge obtained by Parent or Merger Sub pursuant to this Section 5.2 or Section 5.3 or otherwise shall affect or be deemed to affect or modify any representation, and warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Transactions in accordance withwith the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the provisions of representations, warranties, covenants and agreements made by the Company in this Agreement.
(c) Information disclosed under this Section 5.2 and otherwise pursuant to this Agreement shall be governed under the letter agreement regarding confidentiality, dated as of March 13January 25, 20062022, between Parent Brookfield Capital Partners LLC and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Merger Agreement (CDK Global, Inc.)
Access to Information; Confidentiality. From (a) Between the date hereof through and the Effective Time, upon reasonable notice Bancorp will afford, and subject will cause each Bancorp Subsidiary to applicable Lawafford, to the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counselattorneys and authorized representatives of Buyer, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the corporate and banking offices, personnel, advisors, consultants, properties, books, contracts, commitments, recordsbooks and records of Bancorp and each Bancorp Subsidiary, officers and employees whether such documents are located on the premises of the Company and its Subsidiaries and Bancorp or elsewhere. Bancorp shall furnish Buyer with all such statements (financial and operating data otherwise), records and documents or copies thereof, and other information concerning the business and affairs of Bancorp and each Bancorp Subsidiary, as Buyer shall from time to time reasonably request. Bancorp further agrees to cause its accountants, attorneys and such other information persons as the parties shall mutually agree upon to fully cooperate with respect to the business and operations of the Company Buyer and its Subsidiaries as Parent, representatives in connection with the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each right of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and access granted herein.
(b) Bancorp shall allow Buyer's Chairman to attend the internal meetings of the boards of directors and board committees of Bancorp and Bancorp Bank as an observer. Bancorp shall give reasonable notice to Buyer of the date, time and place of each such meeting, and if known, the agenda for or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after business to be discussed at each such reports are made available meeting. Bancorp shall also provide to Buyer all written agendas and meeting materials provided to the Company’s personnelboards of directors of Bancorp and Bancorp Bank in connection with such board and board committee meetings. Neither Notwithstanding the Company nor any of its Subsidiaries foregoing, Bancorp shall not be required to provide access permit Buyer's Chairman to attend any portion of any meeting, or to disclose information provide to the extent such access Bancorp with any materials, that relate to this Agreement or disclosure would jeopardize an Acquisition Transaction, or that involve matters protected by the attorney-client privilege privilege.
(c) Except for information and documents that do not constitute "Evaluation Material" as defined in the Confidentiality Agreement, all information and documents to which Buyer is given access pursuant hereto shall be subject to the Confidentiality Agreement. All information furnished by Bancorp or any Bancorp Subsidiary to Buyer pursuant hereto shall be treated as the sole property of such Person Bancorp until the consummation of the Merger contemplated hereby, and if the Merger shall not occur, Buyer shall destroy or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose return such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence Bancorp to the extent required by, and in accordance with, by the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Success Bancshares Inc)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”a) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company Omega shall, and shall cause each of its Subsidiaries to, furnish promptly afford to Parent (a) a copy Beta, Merger Sub Inc., Merger Sub LLC and their respective Representatives reasonable access during normal business hours, during the period prior to the First Merger Effective Time or the termination of each material reportthis Agreement in accordance with its terms, scheduleto such books, registration statement records, information, properties and other document filed by it with any Governmental Entity personnel regarding Omega and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries as shall be required to provide access to or reasonably requested by Beta, Merger Sub Inc. and Merger Sub LLC; provided, however, that the foregoing shall not require Omega to disclose any information to the extent such access or disclosure would jeopardize the contravene applicable Law or result in loss of legal protection, including attorney-client privilege (provided, that Omega shall use its reasonable best efforts to provide as much information as is reasonably practicable in light of such Person concerns or contravene any applicable Lawin such a manner as to not lose such legal protection).
(b) Beta shall, and shall cause each of its Subsidiaries to, afford to Omega and its Representatives and the Debt Financing Sources reasonable access during normal business hours, during the period prior to the First Merger Effective Time or the termination of this Agreement in which latter case the Company accordance with its terms, to such books, records, information, properties and personnel regarding Beta and its Subsidiaries as shall provide access be reasonably requested by Omega; provided, however, that the foregoing shall not require Beta to or disclose such any information to the fullest extent permitted by such disclosure would contravene applicable Law and or result in loss of legal protection, including attorney-client privilege (provided, that Beta shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and use its Subsidiaries reasonable best efforts to provide Parent as much information as is reasonably practicable in light of such concerns or in such a manner as to not lose such legal protection).
(or, if necessary, its counsel or other representatives in lieu of Parentc) access to or to disclose to Parent, such information. Parent shall hold any All such information in confidence to the extent required by, and shall be held confidential in accordance with, with the provisions terms of the letter agreement Confidentiality Agreement between BioScrip Infusion Services, Inc. and Option Care Enterprises, Inc. dated as of March 13September 6, 2006, between Parent and the Company 2018 (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Merger Agreement (BioScrip, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon Upon reasonable notice and subject to applicable Law, the Company shall each of Diffusion and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its respective Subsidiaries to, afford to the other party and to the Representatives of such other party reasonable access during the period prior to the Effective Time to all their respective properties, books, Contracts, commitments, personnel and records and, during such period, each of Diffusion and Parent shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent the other party (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of federal or state securities Laws or Health Laws (other than such documents that such party is not permitted to disclose under applicable Law) and (b) all other information concerning its business, properties and personnel as such other party may reasonably request; provided, however, that either party may withhold any document or information (i) that is subject to the internal terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or external reports prepared by it and/or its Subsidiaries entered into after the date of this Agreement in the ordinary course of business (provided that are reasonably the withholding party shall use reasonable best efforts to obtain the required by Parent promptly after consent of such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required third party to provide such access or disclosure), (ii) the disclosure of which would violate any Law or fiduciary duty (provided that the withholding party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (iii) that is subject to disclose information any attorney-client privilege (provided that the withholding party shall use reasonable best efforts to the extent allow for such access or disclosure would jeopardize to the maximum extent that does not result in a loss of attorney-client privilege privilege); provided that the foregoing grant of such Person access to real property shall not include any right to conduct any environmental sampling, testing or contravene any applicable Lawother intrusive investigations. Furthermore, the parties acknowledge that with respect to the “Confidential Information” (as defined in the Diffusion Confidentiality Agreement), the Diffusion Confidentiality Agreement imposes additional restrictions as to the manner in which latter case the Company and its Subsidiaries shall provide access to or disclose such information will be exchanged by the parties. All information exchanged pursuant to this Section 6.2 shall be subject to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsMutual Confidential Nondisclosure Agreement, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (ordated September 4, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 20062015, between Parent and the Company Diffusion (as it may be supplemented and amended from time to time, the “Diffusion Confidentiality Agreement”). Any No investigation by pursuant to this Section 6.2 or information provided, made available or delivered to Diffusion or Parent pursuant to this Section 6.2 or otherwise shall not affect the any representations and or warranties of the CompanyParent or Diffusion or conditions or rights of Parent or Diffusion contained in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (RestorGenex Corp)
Access to Information; Confidentiality. From (a) During the date hereof through the Effective Time, upon reasonable notice and subject to applicable LawPre-Closing Period, the Company shall shall, and shall cause its Subsidiaries to, authorize and their respective representatives permit HBC, its representatives, accountants and counsel, to afford have reasonable access during normal business hours, to Parent all properties, books, records, branch operating reports, branch audit reports, operating instructions and procedures, Tax Returns, contracts and documents, and all other information with respect to its business affairs, financial condition, assets and liabilities as HBC may from time to time reasonably request. The Company further agrees to continue to respond to and cooperate with HBC and its advisers with respect to the Purchaser due diligence requests of HBC. The Company and its Subsidiaries shall permit HBC, its representatives, accountants and counsel to make copies of such books, records and other documents and to their respective discuss the business affairs, condition (financial and otherwise), assets and liabilities of the Company and its Subsidiaries with such third persons, including its directors, officers, employees, accountants, counselcounsel and creditors, financial advisors and other representatives (as is necessary or reasonably appropriate for the “Parent Representatives”) reasonable access during normal business hours to such purposes of familiarizing itself with the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business businesses and operations of the Company and its Subsidiaries as Parent(provided, however, that any of the Purchaser or Parent Representatives may reasonably request. In additionforegoing activities are conducted during normal business hours, with reasonable prior notice to and agreement of the Company shalland conducted in a manner that will not disrupt the ongoing business operations of the Company), and shall cause each obtaining any necessary Orders, consents or approvals of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed the Contemplated Transactions by it with any Governmental Entity and (b) conducting an evaluation of the internal or external reports prepared assets and liabilities of the Company and its Subsidiaries. Upon reasonable request by it and/or HBC, the Company shall make its chief financial officer and controller available to discuss with HBC and its representatives HBC’s ongoing due diligence and review of the Company and its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made operations. The Company will cause its independent outside auditors to make available to HBC, its accountants, counsel and other agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the Company’s personnelbooks and records of the Company and its Subsidiaries as may be reasonably requested by HBC in connection with its review of the foregoing matters. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the protection of attorney-client privilege of such Person or contravene any applicable Law, in which latter case or violate the Company and its Subsidiaries rights, interests or confidence of any customer (it being agreed that the parties shall provide access use their reasonable commercial efforts to or disclose cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the fullest extent permitted by such Law Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to HBC pursuant to this Agreement. The foregoing notwithstanding, neither HBC nor any of its representatives shall cooperate with Parent contact any of the employees (other than the senior officers identified in seeking all necessary exemptionswriting to HBC), permits landlords, customers, suppliers or any other consents third party provider of or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to without the extent required by, and in accordance with, the provisions prior written consent of the letter agreement dated as of March 13Company’s chief executive officer (such consent not to be unreasonably withheld, 2006delayed or conditioned), between Parent it being acknowledged that any and all such contacts will be arranged by and coordinated with the Company.
(b) HBC and the Company (as it may be amended from time to timeshall, and cause their respective Affiliates and Representatives to, comply with all of their respective obligations under the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein. Any investigation All information, documents and materials disclosed or provided to HBC by Parent shall not affect the representations Company pursuant to Section 6.03(a) and warranties any other provision of this Agreement is expressly subject to the Companyrestrictions set forth in the Confidentiality Agreement.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to Except if prohibited by any applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officersParent’s Representatives, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the Pre-Closing Period to its properties, books, contracts, commitments, books and records, officers Contracts and employees of personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries personnel as Parent, the Purchaser or Parent Representatives may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. In additionNotwithstanding the immediately preceding sentence, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide afford access to or to disclose furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (i) the Transactions or alternative transactions considered by the Company Board, (ii) any Company Takeover Proposal or (iii) any Intervening Event, or (c) the Company determines in good faith after consulting with counsel that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such Person information and take such other reasonable action (including entering into a joint defense agreement or contravene any similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege, violating applicable LawLaw or resulting in such antitrust risk, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement in which latter case effect between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company amended (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. (a) From the date hereof through until the Effective TimeClosing Date, upon reasonable notice Seller to the extent permitted by Applicable Law will (i) give, and subject to applicable Law, will cause the Company shall and shall cause each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties (including for purposes of performing Phase I environmental assessments), books and records of the Company and the Subsidiaries and their respective representatives to afford the books and records of Seller relating to Parent the Company and the Purchaser Subsidiaries and (ii) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company. Notwithstanding the foregoing, Buyer shall not have access to (A) personnel records of the Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk of liability or (B) any information or documentation that would in the reasonable discretion of Seller waive any attorney-client privilege, attorney work product protection or other legal privilege applicable to such information or documentation or any other applicable legal privilege. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder.
(b) After the Closing, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, financial consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other representatives requirements of Applicable Law, all confidential documents and information concerning the Company and the Subsidiaries, except to the extent that such information can be shown to have been (i) deemed free of such restrictions in writing by Buyer, (ii) previously known on a nonconfidential basis by Seller or its Affiliates, (iii) in the “Parent Representatives”public domain through no fault of Seller or its Affiliates, (iv) reasonable access during normal business hours later lawfully acquired by Seller from sources other than those related to such of the properties, books, contracts, commitments, records, officers and employees its prior ownership of the Company and the Subsidiaries, (v) legally required to be disclosed by subpoena, other legal process or requests pursuant to investigation by any Governmental Authority or any Applicable Law or (vi) independently developed by Seller or its Subsidiaries Affiliates without use or reference to such confidential information; provided that Seller may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by Seller of the confidential nature of such information and are directed by Seller to treat such information confidentially. Seller shall be responsible for the breach of this Section 5.02(b) by its Affiliates and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents.
(c) On and after the Closing Date, Seller shall retain and will afford promptly to Buyer and its agents reasonable access to its books of account, financial and operating data other records (including accountant’s work papers), information, employees and auditors to the extent reasonably necessary or useful for Buyer in connection with any audit, financing, investigation, dispute or litigation relating to the Company or any Subsidiary; provided that any such other access by Buyer shall not unreasonably interfere with the conduct of the business of Seller. Buyer shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees and expenses) reasonably incurred in connection with the foregoing; provided, however, that the Seller shall not be required to disclose any information or provide such access if such disclosure would, in the Seller’s reasonable discretion, (i) jeopardize any attorney-client privilege or (ii) contravene any Applicable Laws or binding agreement entered into prior to the date hereof. Unless otherwise consented to in writing by Buyer, Seller shall not be permitted, for a period of five years following the Closing Date, to destroy, alter or otherwise dispose of any material books and records having material information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly any Subsidiary relating to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal periods on or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available prior to the CompanyClosing Date without first giving reasonable prior written notice to Buyer and offering to surrender to Buyer such books and records or such portions thereof at Buyer’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company sole cost and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyexpense.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to Except if prohibited by any applicable Law, the Company Group shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officersParent’s Representatives, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the properties, books, contracts, commitments, records, officers and employees business of the Company Group) during the Pre-Closing Period to its properties, books and its Subsidiaries records, Contracts and personnel, and, during such financial and operating data and such other information with respect to the business and operations of period, the Company Group shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and its Subsidiaries personnel as Parent, the Purchaser or Parent Representatives may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. In additionNotwithstanding the immediately preceding sentence, the Company shall, and Group shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide afford access to or to disclose furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (i) the Transactions or alternative transactions considered by the Company Board, (ii) any Company Takeover Proposal or (iii) any Intervening Event, or (c) the Company Group determines in good faith after consulting with counsel that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of the Company Group, violate applicable Law or result in antitrust risk for the Company Group; provided that the Company Group will use its reasonable efforts to obtain any required consents for the disclosure of such Person information and take such other reasonable action (including entering into a joint defense agreement or contravene any similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege, violating applicable LawLaw or resulting in such antitrust risk, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement in which latter case effect between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company amended (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Merger Agreement (TSR Inc)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to Except if prohibited by any applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly afford to Parent and to Parent’s Representatives reasonable access during normal business hours (aunder the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiaries) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) during the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available period prior to the Company’s personnelEffective Time to all their respective properties, books and records and Contracts and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent all information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that any reasonable out-of-pocket expenses incurred by the Company or any Company Subsidiary in connection with affording such access or furnishing any such information shall be reimbursed by Parent. Neither Notwithstanding the immediately preceding sentence, neither the Company nor any of its the Company Subsidiaries shall be required to provide afford access to or to disclose furnish information to the extent (a) such information is subject to the terms of a confidentiality agreement with a third party, (b) relating to the minutes of the meetings of the Company Board or any committee thereof (including any presentations or other materials prepared by or for the Company Board or any committee thereof) where the Company Board or any such committee thereof discussed the Transactions or any similar transaction between the Company and any other Person or (c) the Company determines in good faith that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of such Person the Company or contravene any of the Company Subsidiaries, violate applicable LawLaw or result in significant antitrust risk for the Company or any of the Company Subsidiaries; provided, in which latter the case of clauses (a) and (c), that the Company shall use its commercially reasonable efforts to make alternative arrangements to afford such access or furnish such information without breaching such confidentiality agreement, jeopardizing such attorney-client privilege, violating applicable Law or resulting in such antitrust risk, as applicable. All information exchanged pursuant to this Section 5.02 shall be subject to the confidentiality letter agreement dated April 15, 2016, between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the (a) The Company shall and shall cause its Subsidiaries and their respective representatives to will afford to Parent VIALOG and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable Representatives of VIALOG full access during normal business hours throughout the period prior to such the Effective Time to all of the its (and its Subsidiaries') properties, books, contracts, commitmentscommitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, officers ledgers, workpapers and employees other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and such certifying financial statements and operating data financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information with respect concerning any of the foregoing as VIALOG will reasonably request. Subject to the business terms and operations conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold, in strict confidence all non-public documents and its Subsidiaries information furnished (whether prior or subsequent hereto) to VIALOG or to the Company, as Parentthe case may be, in connection with the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and Transactions.
(b) Subject to the internal terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably is required by Parent promptly after such reports are made available Applicable Law to be disclosed. In the Company’s personnel. Neither event that this Agreement is terminated in accordance with its terms, VIALOG and the Company nor will each promptly redeliver all non-public written material provided pursuant to this Section or any other provision of its Subsidiaries shall be required to provide access to this Agreement or to disclose information to otherwise in connection with the extent such access Merger and the Transactions and will not retain any copies, extracts or disclosure would jeopardize the attorney-client privilege other reproductions in whole or in part of such Person or contravene any applicable Law, in written material other than one copy thereof which latter case will be delivered to independent counsel for such party.
(c) The Company and VIALOG acknowledge that the Company and its Subsidiaries shall provide access to or disclose such VIALOG executed a Confidential Disclosure Agreement dated May 10, 1996, and a Second Confidential Disclosure Agreement dated May 31, 1996, (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit obtained from the Company and by VIALOG, or its Subsidiaries Representatives or by the Company or its Representatives from VIALOG pursuant to provide Parent (orSection 6.1(a), if necessary, its counsel the Confidentiality Letter or other representatives in lieu of Parent) access otherwise will be subject to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as Confidentiality Letter.
(d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of March 13, 2006, between Parent and any party or any condition to the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties obligations of the Companyparties.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time(a) The Company shall, upon reasonable notice and subject to applicable Law, the Company shall and shall cause each of its Subsidiaries and their respective representatives to to, afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Parent’s Representatives reasonable access upon reasonable advance notice and during normal business hours to such (under supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the properties, books, contracts, commitments, records, officers and employees business of the Company and its Subsidiaries and such financial and operating data and such other information with respect Subsidiaries) during the period prior to the business Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and operations of the Company employees, and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, during such period the Company shall, and shall cause each of its Subsidiaries to, furnish as promptly as reasonably practicable to Parent (a) a copy of each material reportany information concerning its business as Parent may reasonably request. Notwithstanding the immediately preceding sentence, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither neither the Company nor any of its Subsidiaries shall be required to provide afford access to or to disclose furnish information to the extent (i) relating to the minutes of the Company’s Board of Directors or any committees thereof (including any presentations or other materials prepared by or for the Company’s Board of Directors or any committee thereof) where the Company’s Board of Directors or any such committee thereof discussed this Agreement, the Merger or the other transactions contemplated by this Agreement or any similar transaction with any other person, including any Takeover Proposal, (ii) the Company determines in good faith that affording such access or disclosure furnishing such information would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries (provided that the Company shall use its reasonable best efforts to allow for such Person access or contravene to furnish such information in a manner that does not jeopardize the attorney-client privilege), (iii) that affording such access or furnishing such information would violate applicable Law or result in significant antitrust risk for the Company or its Subsidiaries or (iv) such request involves conducting subsurface, invasive or environmental sampling or testing, including with respect to building materials and indoor air quality. No investigation by Parent or any of its Representatives and no receipt of information by Parent or any of its Representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement. Except as required by any applicable Law, Parent will hold, and will direct its Representatives to hold, any and all information received from the Company confidential in which latter case accordance with the Confidentiality Agreement.
(b) Subject to applicable Law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.
(c) Immediately following the execution and delivery of this Agreement by each of the parties hereto, Parent, as the sole stockholder of Sub, will adopt this Agreement.
(d) Without limiting the generality of the foregoing, the Company and each of its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law cooperate, and shall cooperate cause its affiliates and Representatives to reasonably cooperate, with Parent in seeking all necessary exemptionsTax matters, permits or other consents or approvals including by maintaining and making available to permit the Company Parent and its Subsidiaries affiliates all books and records relating to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanyTaxes.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”a) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the The Company shall, and shall cause each of its Subsidiaries to, furnish promptly afford to Parent (a) a copy of each material reportand to Parent’s officers, scheduleemployees, registration statement investment bankers, attorneys, accountants, auditors, consultants and other document filed by it representatives and advisors access upon reasonable advance notice, during normal business hours in a manner as to not unreasonably interfere with any Governmental Entity the conduct of business of the Company and (b) the internal or external reports prepared by it and/or its Subsidiaries in during the ordinary course that are reasonably required by Parent promptly after such reports are made available period prior to the Companyearlier of the Effective Time or the termination of this Agreement to their respective properties, assets, books, records, Contracts, Permits, documents, information, auditors, auditor’s personnelwork papers, directors, officers and employees. Neither Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to where the extent Company reasonably determines (upon the advice of outside counsel) that such access or disclosure would could jeopardize the attorney‑client privilege of the Company or any of its Subsidiaries or conflict with or violate any applicable Law or any Contract, including any confidentiality obligations contained therein, to which the Company or any of its Subsidiaries is a party; provided, that the Company shall use its reasonable best efforts (i) to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege of or (ii) to develop an alternative to providing such Person information so as to address such matters that is reasonably acceptable to Parent and the Company. Except as required by any applicable Law or contravene any Order, Parent shall treat and shall direct its representatives to treat, all information received from the Company pursuant to this Section 6.02(a) confidential in accordance with the Confidentiality Agreement.
(b) Subject to applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law Parent shall, and shall cause each of their respective Subsidiaries to, use reasonable best efforts to cooperate with Parent respect to transition and integration planning matters in seeking all necessary exemptionsconnection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, permits or other consents or approvals to permit and preserve the Company value of, the business of the Surviving Corporation and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanySubsidiaries.
Appears in 1 contract
Access to Information; Confidentiality. From (a) During the date hereof through the Effective Time, upon reasonable notice Pre-Closing Period and subject to applicable Lawthe confidentiality obligations of Purchasers set forth in Section 5.01, Seller shall, or shall cause the Company shall and shall cause its Subsidiaries to, (i) give Purchasers and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) Representatives reasonable access during normal business hours and upon reasonable notice to such of the offices, properties, books, contracts, commitments, records, officers books and employees records of the Company and its Subsidiaries relating to the Business and (ii) furnish to Purchasers, their counsel, financial advisors, auditors and other authorized representatives such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries relating to the Business as Parent, the Purchaser or Parent Representatives Purchasers may reasonably request, in the case of each of the foregoing, to the extent needed for the purpose of consummating the Acquisition, except that (A) Purchasers and their representatives will not have the right to perform any investigative procedures that involve physical disturbance or damage to the Owned Real Property or the Leased Real Property and (B) such access will not include any sampling of environmental media, including soil, surface water, groundwater, indoor air, ambient air or building materials. In additionAny inspection pursuant to this Section 4.03 must be conducted in such a manner so as not to interfere unreasonably with the conduct of the businesses of Seller, the Company or its Subsidiaries, and in no event will any provision hereof be interpreted to require Seller, the Company or any of its Subsidiaries to permit any inspection, or to disclose any information, that Seller determines in good faith, based on advice of counsel, may waive any attorney-client or similar privilege that Seller, the Company or its Subsidiaries may hold; provided, however, that Seller shall, and shall cause each of its Subsidiaries the Company to, furnish promptly use commercially reasonable efforts to Parent (a) a copy of each material reportmake alternative arrangements to provide Purchasers with access to, scheduleor otherwise disclose, registration statement and other document filed by it with any Governmental Entity and (b) such information, including the internal or external reports prepared by it and/or its Subsidiaries in entrance into customary common interest agreements. To the ordinary course extent that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither Seller, the Company nor or any of its Subsidiaries incurs any out-of-pocket costs in processing, retrieving or transmitting any information pursuant to this Section 4.03, Purchasers shall be required reimburse Seller for the reasonable out-of-pocket costs thereof promptly upon submission to provide access Purchasers of an invoice therefor accompanied by reasonable supporting documentation.
(b) For a period of three (3) years following the Closing Date, Seller and its Affiliates shall hold, and shall cause their Representatives to hold, in confidence all information (written or to disclose information otherwise) in any form or medium that is confidential, proprietary or otherwise not generally available to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case public relating to the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsTransactions (the “Confidential Information”), permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence except to the extent required bythat such information can be shown to have been (i) in the public domain prior to the Closing, (ii) in the public domain at or after the Closing through no fault of Seller or its Affiliates or Representatives or (iii) lawfully and independently developed by Seller or its Affiliates or Representatives without use of, or reference to, the Confidential Information, and except that Seller may disclose Confidential Information to its Representatives in accordance with, the provisions connection with their evaluation of the letter agreement dated Transactions so long as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation such Representatives are informed by Parent shall not affect the representations and warranties Seller of the Companynature of the Confidential Information and are required by Seller to hold such in confidence. If, for a period of three (3) years following the Closing Date, Seller or any of its Representatives are legally required to disclose any Confidential Information, Seller shall (A) promptly notify Purchasers of such legally required disclosure in order to permit Purchasers, at Purchasers’ sole cost and expense, to seek a protective order or take other appropriate action, and (B) cooperate as reasonably requested by Purchasers in Purchasers’ efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information, at Purchasers’ sole cost and expense; provided, however, that Seller or any of its Representatives shall only disclose Confidential Information to the extent its counsel advises is necessary to comply with applicable Law.
Appears in 1 contract
Access to Information; Confidentiality. From (a) Prior to the date hereof through the Effective Time, upon reasonable notice and subject to applicable LawClosing, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to permit Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial its outside advisors and other representatives (including the “Parent Representatives”independent auditors and independent actuaries of Parent) to have reasonable access access, during normal regular business hours and upon reasonable advance notice to such of the propertiesCompany, books, contracts, commitments, recordsto its directors, officers and employees management personnel of the Company and its Subsidiaries, to the outside advisors and representatives of the Company and its Subsidiaries (including their independent auditors and such financial independent actuaries) and operating data and such other information with respect to the business books and operations records of the Company and its Subsidiaries as Parent(including, the Purchaser or Parent Representatives may reasonably request. In additionwithout limitation, the Company shallall books of account, work papers and shall cause each of its Subsidiaries to, furnish promptly to Parent (afinancial statements) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such not prohibited by applicable Law, for any reasonable business purpose relating to this Agreement (including in connection with (x) Parent reviewing and evaluating the financial statements and Book Value of the Companies and its Subsidiaries and the Preliminary Closing Balance Sheet and the Preliminary Closing Book Value Statement and (y) Parent causing to be issued and conditionally bound the R&W Insurance Policy and Parent obtaining, and fulfilling its obligations under and with respect to the R&W Insurance Policy); provided if access to any books and records or disclosure would jeopardize the other information that is subject to (i) an attorney-client or other legal privilege would give rise to a material risk of waiver of such Person privilege or contravene any (ii) confidentiality or non-disclosure restrictions would result in a material breach of such restrictions, such books and records and other information shall not be made so accessible; provided, further, that if the Company does not provide access or information in reliance on the foregoing, it shall use its reasonable best efforts to communicate the applicable Lawinformation to Parent in a manner that would not violate the applicable Law or Contract or waive such a privilege if and to the extent possible. Access to the books and records and such directors, in which latter case officers and management personnel of the Company and its Subsidiaries, to the outside advisors and representatives of the Company and its Subsidiaries shall provide access to be at Parent’s sole cost and expense and may not unreasonably interfere with the conduct of the Company’s or disclose such information to its Subsidiary’s business.
(b) Following the fullest extent permitted by such Law Closing and for a period of seven (7) years thereafter, Parent shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company Stockholders and any of their respective Affiliates or representatives to have reasonable access, during regular business hours and upon reasonable advance notice to Parent, to the books and records of the Surviving Corporation and its Subsidiaries to provide Parent (orthe extent not prohibited by applicable Law, if necessaryfor any reasonable business purpose, its counsel including in connection with any insurance claims by, third party Actions or Tax audits, third party claims, third party litigation, or other representatives third party proceedings against, governmental investigations of, compliance with legal requirements by, or the preparation of financial statements or Tax Returns of, any Company Stockholder or any of their respective Affiliates; provided, that, following the Closing, such Person shall execute a customary confidentiality agreement in lieu form and substance reasonably satisfactory to Parent relating to the scope of Parent) information to be accessed, which shall include a requirement that such Person is liable for breaches of its Affiliates and representatives; provided, further, that if access to any books and records or other information that is subject to disclose (i) an attorney-client or other legal privilege would give rise to Parenta material risk of waiver of such privilege or (ii) confidentiality or non-disclosure restrictions would result in a material breach of such restrictions, such information. books and records and other information shall not be made so accessible; provided, further, that if Parent shall hold any such does not provide access or information in confidence reliance on the foregoing, it shall use its reasonable best efforts to communicate the applicable information to the requesting Company Stockholder in a manner that would not violate the applicable Law or Contract or waive such a privilege if and to the extent required bypossible. Parent shall, and in accordance withshall cause the Surviving Corporation and their respective Subsidiaries to, preserve and keep the books and records held by them relating to the respective businesses of the Company and the Company’s Subsidiaries for a period of seven (7) years from and after the Closing Date (or longer if required by applicable Law).
(c) Each of Parent and Merger Sub acknowledges that, prior to the Closing, the provisions information provided to Parent and Merger Sub in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to timeConfidentiality Agreement, the “Confidentiality Agreement”)terms of which are incorporated herein by reference. Any investigation by Parent shall not affect For the representations and warranties avoidance of doubt, the terms of the CompanyConfidentiality Agreement shall be terminated upon the Closing.
Appears in 1 contract
Samples: Merger Agreement (Heritage Insurance Holdings, Inc.)
Access to Information; Confidentiality. (a) From the date hereof through until the Effective TimeClosing (or until the earlier, valid termination of this Agreement in accordance with Section 9.01), upon reasonable notice and subject to applicable Lawnotice, the Company shall and shall cause its Subsidiaries and their respective representatives to Seller shall: (i) afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives its Representatives (the “Parent Representatives”including any financing sources) reasonable access to the personnel, properties and Books and Records of the Business; and (ii) furnish to Purchaser and its Representatives (including any financing sources) such additional operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request (including for purposes of conducting environmental assessments); provided, however, that any such access or furnishing of information shall be subject to Seller’s reasonable insurance requirements and conducted at Purchaser’s expense, during normal business hours hours, under the supervision of Seller or its Representatives and in such a manner as not to such of unreasonably interfere with the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and normal operations of the Company and its business of Seller or the Business Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries tonot include the right to perform any “invasive” testing or soil, furnish promptly to Parent (a) a copy of each material reportair or groundwater sampling, scheduleincluding without limitation, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course environmental site assessment, without Seller’s prior consent; provided, further, that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company neither Seller nor any of its the Business Subsidiaries shall be required to disclose any information to Purchaser if such disclosure would, in Seller’s reasonable judgment: (w) contain information that in the reasonable, good faith judgment of Seller is competitively sensitive; (x) jeopardize any attorney-client or other legal privilege or the protections of the work product doctrine; (y) contravene any applicable Laws or Contract to which Seller or any of the Business Subsidiaries is a party as of the date hereof; or (z) expose Seller or any of the Business Subsidiaries to risk of liability for disclosure of sensitive or personal information; provided that, in any such case, Seller or the applicable Business Subsidiaries shall provide access such information in redacted form as necessary to preserve such privilege or to disclose information protections or comply with such Law or Contract or otherwise make appropriate substitute disclosure arrangements, to the extent such access practicable. Notwithstanding anything herein to the contrary, Seller shall not be required to provide any U.S. federal consolidated income Tax Return (or disclosure would jeopardize any consolidated, combined, affiliated, unitary or similar income Tax Return) filed (or required to be filed after the attorney-client privilege Closing Date) by Seller or any of such Person its Affiliates as the “common parent” of an “affiliated group” (within the meaning of Section 1504 of the Code or contravene any similar or analogous provision of applicable Lawincome Tax law), or any portion thereof, in which latter case the Company and its Subsidiaries shall provide access any form or manner whatsoever (each such Tax Return described in this sentence, a “Seller Affiliated Group Return”) to or disclose such information any other Person pursuant to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent this Agreement.
(or, if necessary, its counsel or other representatives in lieu of Parentb) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions The terms of the letter agreement Confidentiality Agreement, dated as of March 139, 20062018, between Parent and the Company and Purchaser (as it may be amended from time to time, the “Confidentiality Agreement”), shall continue in full force and effect (including with respect to any information provided to Purchaser pursuant to Section 6.06(a)) until the Closing, at which time such Confidentiality Agreement shall terminate, other than with respect to the confidentiality and non-use obligations contained therein with respect to Evaluation Material (as defined therein) not related to the Business, which obligations shall continue in full force and effect for a period of five (5) years from the Closing Date. Any investigation by Parent If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in all respects. Notwithstanding anything herein to the contrary, the parties agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not affect apply upon the representations execution and warranties delivery of this Agreement solely to the extent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.
(c) For a period of five (5) years from the Closing Date (provided that with respect to trade secrets of the CompanyBusiness, the confidentiality obligations in this Section 6.06(c) shall remain in effect for so long as the relevant information remains a trade secret under applicable Law), Seller shall, and shall cause its Subsidiaries to, hold in confidence any nonpublic information relating to the Business, regardless of the form in which such information was communicated or maintained, and all notes, reports, analyses, compilations, studies, files or other documents or materials, whether prepared by such party or their Affiliates to the extent relating to the Business; provided that the foregoing restriction shall not apply to information that is or becomes generally available to the public other than through an action or inaction by Seller or its Representatives in breach of the terms of this Section 6.06.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Acxiom Corp)
Access to Information; Confidentiality. From (a) During the date hereof through Pre-Closing Period, Tri-Valley shall authorize and permit HCC, its Representatives, to have access during normal business hours, to all properties, books, records, branch operating reports, branch audit reports, operating instructions and procedures, Tax Returns, contracts and documents, and all other information with respect to its business affairs, financial condition, assets and liabilities as HCC may from time to time reasonably request. Tri-Valley further agrees to continue to respond to and cooperate with HCC and its advisers with respect to the Effective Timedue diligence requests of HCC. Tri-Valley shall permit HCC, upon reasonable notice its Representatives to make copies of such books, records and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser other documents and to their respective discuss the business affairs, condition (financial and otherwise), assets and liabilities of Tri-Valley with such third persons, including its directors, officers, employees, accountants, counselcounsel and creditors, financial advisors and other representatives (as is necessary or reasonably appropriate for the “Parent Representatives”) reasonable access during normal business hours to such purposes of familiarizing itself with the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business businesses and operations of Tri-Valley, obtaining any necessary Orders, consents or approvals of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed Contemplated Transactions by it with any Governmental Entity and (b) conducting an evaluation of the internal or external reports prepared assets and liabilities of Tri-Valley. Upon reasonable request by it and/or HCC, Tri-Valley shall make its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made chief financial officer, chief credit officer and controller available to discuss with HCC and its Representatives HCC’s ongoing due diligence of Tri-Valley’s operations. Tri-Valley will cause its independent outside auditors to make available to HCC and its accountants, counsel and other agents, such personnel, work papers and other documentation of such firm relating to its work papers and its audits of the Company’s personnelbooks and records of Tri-Valley as may be reasonably requested by HCC in connection with its review of the foregoing matters. Neither the Company nor any of its Subsidiaries Tri-Valley shall not be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the protection of attorney-client privilege of such Person or contravene any applicable Law, in which latter case agreement or fiduciary duty or violate the Company and its Subsidiaries rights, interests or confidence of any customer (it being agreed that the parties shall provide access use their reasonable commercial efforts to or disclose cause such information to the fullest extent permitted by be provided in a manner that would not result in such Law and shall cooperate with Parent in seeking all necessary exemptions, permits jeopardy or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”contravention). Any No investigation by Parent shall not affect the Tri-Valley’s representations and warranties contained herein, or limit or otherwise affect the remedies available to HCC pursuant to this Agreement.
(b) HCC and Tri-Valley shall, and cause their respective Representatives to, comply with all of their respective obligations under the CompanyConfidentiality Agreements, which shall survive the termination of this Agreement in accordance with the terms set forth therein.
Appears in 1 contract
Access to Information; Confidentiality. (a) From the date hereof through Execution Date until the Effective TimeClosing Date, upon reasonable notice Seller will, and subject to applicable Lawwill cause its Affiliates to, (i) cause the Company shall and shall cause its Subsidiaries to give Buyer Group and their respective representatives Representatives reasonable access to afford to Parent and the Purchaser and to their respective officersassets, inventory, employees, accountantsoffices, counselproperties, financial advisors and corporate governance and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers books and employees records of the Company and its Subsidiaries the Business (excepting, in all cases, any such items relating to Delta, American, or any other major airline or Affiliate or consultant or adviser thereto), (ii) cause the Company to furnish to Buyer Group and their Representatives such financial and operating data and such other information relating to the Company and the Business as such Persons may reasonably request and (iii) instruct the employees and counsel of Seller to reasonably cooperate with Buyer in its investigation of the Company. Any investigation pursuant to this Section 5.02 shall be conducted only with reasonable advance notice to Seller and the Company and only during normal business hours and in such manner as not to interfere unreasonably with the conduct of Seller’s business or the Company. Notwithstanding the foregoing, Buyer shall not have access to any of the following (collectively, “Confidential Documents”): personnel records of the Company relating to individual performance or evaluation records, or medical histories; information relating to the Third-Party CPAs; any Contracts or other information pursuant to which the Company is bound by confidentiality or non-disclosure obligations with respect thereto; or any other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability or violation of Laws; provided, however, that (A) Seller shall be obligated to use commercially reasonable efforts to request and obtain any consents or waivers necessary for Buyer Group and their Representatives to gain access to the Confidential Documents to the extent reasonably necessary for Buyer to conduct its due diligence review of the Company (excepting, in all cases, any such items relating to Delta, American or any other major airline or Affiliate or consultant or adviser thereto), (B) Schedule 5.02 currently sets forth, and will set forth from and after the Execution Date through the Closing Date, a list and description of the material facts relating to each Confidential Document that imposes obligations or liabilities of the Company or Buyer Group following the Closing and for which Seller, despite such commercially reasonable efforts, did not receive a consent or waiver with respect to the business confidentiality or non-disclosure obligations therein, and operations (C) without limiting Seller’s obligations under Section 5.01, Seller will continue to update Schedule 5.02 from and after the Execution Date until the Closing Date to remove Confidential Documents if applicable consents or waivers are obtained, and also to supplement such schedule with any other Confidential Document that contemplates obligations or liabilities of the Company or Buyer Group, and its Subsidiaries as Parentalso to maintain the accuracy of such schedule in compliance with the foregoing clause (ii) of this Section 5.02.
(b) Prior to the Closing, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shallSeller hereby agrees to, and shall cause each its Affiliates to, be bound by and comply with the terms and conditions of the Confidentiality Agreement, regardless of any termination of the Confidentiality Agreement pursuant to its terms prior to the Closing Date, and covenants and agrees to keep confidential, in accordance with the terms and conditions of the Confidentiality Agreement (in the event that the Confidentiality Agreement has terminated pursuant to its terms, as if the Confidentiality Agreement were still in full force and effect), information provided to or received from, as applicable, the Buyer Group in connection with this Agreement as if such information constituted “Confidential Information” pursuant to such Confidentiality Agreement. After the Closing, Seller and its Affiliates will hold, and will use all commercially reasonable efforts to cause their respective Representatives to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information, whether written or oral, concerning the Company, except to the extent that such information was (i) previously known on a non-confidential basis by Seller, (ii) in the public domain through no fault of Seller or any of its Subsidiaries toRepresentatives, furnish or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company. If Seller or any of its Representatives becomes compelled to disclose any information otherwise restricted by this Section 5.02(b) by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to Parent be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
(ac) a copy On and after the Closing Date, Seller will promptly afford reasonable access to Buyer and its Representatives to its books of each material reportaccount, schedule, registration statement financial and other document filed by it records (including accountant’s work papers), information, employees and auditors to the extent reasonably necessary for Buyer in connection with any Governmental Entity and audit, investigation or Proceeding (bother than any Proceeding involving Seller) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available relating to the Company’s personnel. Neither the Company nor ; provided that any of its Subsidiaries such access by Buyer shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law conducted during normal business hours and shall cooperate not unreasonably interfere with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions conduct of the letter agreement dated as business of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”)Seller. Any investigation by Parent Buyer shall not affect the representations and warranties bear all of the Companyout-of-pocket costs and expenses (including reasonable attorneys’ fees, but excluding reimbursement of Seller for general overhead, salaries and employee benefits) in connection with the foregoing.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon Upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionprior written notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period prior to the Effective Time to all of their properties, offices, personnel and books and records and, during such period, the Company shall, and shall cause each of the Company Subsidiaries to, furnish promptly to Parent (a) a copy of each material reportall financial, schedule, registration statement operating and other document filed by it data, documents and information concerning its business, properties and personnel as Parent may reasonably request; provided, that any such access shall not interfere unreasonably with any Governmental Entity and (b) the internal business or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither operations of the Company nor or the Company Subsidiaries or otherwise result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties, and provided, further, that Parent and its Subsidiaries Representatives shall coordinate all such access through the Financial Advisor or one or more Company employees as the Company may designate. None of the Company or any Company Subsidiary shall be required to (i) provide access to or to disclose information to the extent where such access or disclosure would jeopardize reasonably be expected to result in the loss of the attorney-client privilege of the Company or the Company Subsidiaries (provided, that the Company shall use its reasonable efforts to allow for such Person access or disclosure in a manner that would not reasonably be expected to jeopardize the attorney-client privilege) or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to Judgment or disclose such information binding agreement entered into prior to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits date of this Agreement or other consents or approvals to permit the Company and its Subsidiaries to (ii) provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose such portions of documents or information relating to Parentpricing or other matters that are highly sensitive where such access or disclosure is reasonably likely to result in antitrust difficulties for the Company or any of its affiliates (provided, that the Company shall provide such informationaccess or disclosure to any third party identified by Parent pursuant to procedures reasonably required by the Company). Parent Until the Effective Time, all information exchanged pursuant to this Section 6.02 shall hold any such information in confidence be subject to the extent required byconfidentiality agreement, and in accordance with, the provisions of the letter agreement dated as of March 13May 18, 20062011, between Parent and the Company and Parent (as it may be amended from time to time, or an affiliate of Parent) (the “Confidentiality Agreement”). Any investigation by , and Parent shall not affect comply with, and cause its Representatives to comply with, the representations and warranties of the Companyterms thereof.
Appears in 1 contract
Access to Information; Confidentiality. From Until the date hereof through the Effective Time, Closing and upon reasonable advance written notice and subject to applicable Lawfrom Parent, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to will allow Parent and the Purchaser and to their respective officersits Representatives reasonable access, employeesat Parent’s expense, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such hours, under the supervision of personnel of the Company, its Affiliates or their respective Representatives and in such a manner as not to unreasonably interfere with the normal operations of the business of the Company to (a) such materials and information (including Contracts, properties, books, contractsTax Returns, commitments, work papers and records, officers and employees of ) about the Ex-ESG Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity request and (b) specified members of management of the internal business of the Ex-ESG Company as the Parties may reasonably agree, and which shall in any event include the individuals set forth on Schedule 6.04; provided, however, that except as required by Applicable Law, Parent shall not initiate any one-on-one discussion with any employee of the Company or external reports prepared by it and/or its Subsidiaries in regarding such employee’s potential compensation following the ordinary course that are reasonably required by Parent promptly after such reports are made available to Closing without the Company’s personnel. Neither prior written consent of the Company nor any of its Subsidiaries shall (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company will not be required to provide access to or to disclose any information to the extent Parent or its Representatives if such access or disclosure would jeopardize be reasonably likely, after consultation with counsel, to: (i) result in the loss of any attorney-client or other legal privilege (it being agreed that the Company will notify Parent of the fact that it is withholding such information on such basis and will provide a description of such Person or contravene any applicable Lawinformation, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals use reasonable best efforts to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu allow disclosure of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence a manner that does not result in the loss of any such privilege, including entering into a joint defense agreement or other agreements or arrangements) or (ii) contravene any Applicable Law (including Antitrust Laws). In no event shall Parent be permitted to conduct any invasive testing of the extent required byCompany Owned Real Property or the Company Leased Real Property or the building, or improvements thereon, including sampling of soil, sediment, groundwater, surface water or building material. Parent will, and will cause its Representatives to, hold all information so obtained in accordance with, with the provisions terms of the letter agreement dated as of March 13Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.04 shall affect or be deemed to modify or cure any breach of, 2006or inaccuracy in, between Parent and any representation or warranty made by the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyhereunder.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly (i) give to Parent (a) a copy of each material reportParent, scheduleits counsel, registration statement financial advisors, auditors and other document filed by it with authorized representatives reasonable access during normal business hours to its offices, properties, books, Contracts and records, (ii) furnish as promptly as reasonably practicable to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, in each case unless furnishing such information would constitute a violation of Applicable Law or of any Governmental Entity and (b) confidentiality obligations of the internal Company or external reports prepared by it and/or its Subsidiaries in the ordinary course pursuant to contracts; provided that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall use commercially reasonable efforts to cause the beneficiaries of any such confidentiality obligations to provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all any consent necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide furnish such information, and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation; provided, however, that (or1) the Company shall not be required to afford such access if it would unreasonably disrupt its operations or those of any of its Subsidiaries or would cause a risk of a loss of privilege to the Company or any of its Subsidiaries or would constitute a violation of any Applicable Law and (2) Parent shall not have access to individual performance or evaluation records, if necessary, its counsel medical histories or other representatives information that in lieu the reasonable opinion of Parent) the Company is sensitive or the disclosure of which could reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability or information that is subject to attorney-client privilege or other privilege. All such access shall be subject to or reasonable restrictions imposed from time to disclose to Parent, such information. Parent shall hold any such information in confidence time with respect to the extent required by, and provision of privileged communications or any applicable confidentiality agreement with any Person. Any investigation pursuant to this Section 6.04 shall be conducted in accordance with, such manner as not to unreasonably interfere with the provisions conduct of the letter agreement business of the Company or damage any property or any portion thereof. All information furnished pursuant to this Section shall be subject to the confidentiality agreement, dated as of March 13April 26, 20062012, between Parent and the Company (as it may be amended from time to time, the ““ Confidentiality Agreement”). Any No information or knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by Parent shall not affect the representations and warranties of the CompanyCompany pursuant to this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Aetna Inc /Pa/)
Access to Information; Confidentiality. (a) From the date hereof through to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable notice prior written notice, Target shall, and subject shall use commercially reasonable efforts to cause its officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent reasonable access, consistent with applicable Law, the Company shall at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of Target and its Subsidiaries, and shall cause its Subsidiaries furnish Parent with all financial, operating and their respective representatives to afford to Parent other data and the Purchaser and to information as Parent, through their respective officers, employeesemployees or authorized representatives, accountantsmay from time to time reasonably request in writing. Notwithstanding the foregoing, counsel, financial advisors and other representatives (any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the “Parent Representatives”) reasonable access during normal business hours to such or operations of the properties, books, contracts, commitments, records, officers and employees of the Company Target and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably requestSubsidiaries. In addition, the Company shall, and Target shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any Law. Each of Parent and its Subsidiaries will hold and treat and will cause their respective officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning Target and its Subsidiaries furnished to Parent and its Subsidiaries in connection with the Acquisition contemplated by this Agreement.
(b) From the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Parent shall, and shall use commercially reasonable efforts to cause its officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Target reasonable access, consistent with applicable Law, in which latter case at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records of the Company Parent and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law Subsidiaries, and shall cooperate furnish Target with all financial, operating and other data and information as Target, through their respective officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries Subsidiaries. The Parent shall not be required to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose information where such access or disclosure would contravene any Law. Target will hold and treat and will cause their respective officers, employees, auditors and other authorized representatives to Parent, such information. Parent shall hold any such information and treat in confidence to all documents and information concerning the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and its respective Subsidiaries furnished to Target in connection with the Company (as it may be amended from time to time, the “Confidentiality transactions contemplated by this Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. From Upon reasonable advance notice (and in any event not less than twenty-four (24) hours’ notice), and except as may otherwise be required by applicable Law, (x) the date hereof through Company shall, and shall cause its Subsidiaries, and shall direct its and their Representatives to, afford Parent and its Subsidiaries reasonable access, during normal business hours during the period prior to the Effective Time, upon reasonable notice to the Company’s and subject to applicable Lawits Subsidiaries’ management, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officersproperties, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the propertiesassets, books, contracts, commitments, records, officers Tax Returns and employees of the Company and its Subsidiaries and Contracts and, (y) during such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionperiod, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor all information concerning its or any of its Subsidiaries Subsidiaries’ capital stock, business and personnel as may reasonably be requested by Parent for any reasonable business purpose related to the post-Closing integration of the Company with Parent or the consummation of the Merger or the other Transactions, provided, that no investigation pursuant to this Section 5.07 or information provided, made available or delivered to Parent or its Representatives pursuant to this Agreement shall affect or be required deemed to provide access modify any representation or warranty made by the Company, provided further, that the foregoing shall not require the Company to permit any invasive environmental sampling or similar invasive environmental inspection or to disclose any information pursuant to this Section 5.07, to the extent that (i) in the reasonable and good faith judgment of the Company, any applicable Law or Order requires the Company or its Subsidiaries to restrict or prohibit access to any such access information or disclosure thereof would jeopardize expose the Company to an unreasonable risk of liability for disclosure of sensitive or personal information, (ii) the information is subject to confidentiality obligations to a third party or its disclosure would violate the terms of any confidentiality agreement or other Contract that is binding on the Company or any of its Subsidiaries, or (iii) disclosure of any such information or document would result in the waiver or loss of attorney-client privilege privilege, work product doctrine or any other legal privilege; provided further, that with respect to the foregoing clauses (i) through (iii) of this Section 5.07, the Company shall use its reasonable best efforts to (A) obtain the required consent of any such Person or contravene any applicable Lawthird party to provide such disclosure, in which latter case (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the Company and its Subsidiaries shall provide access to or disclose such information to (C) in the fullest extent permitted by such Law case of clauses (i) and shall cooperate with Parent in seeking all necessary exemptions(iii), permits or other consents or approvals implement appropriate and mutually agreeable measures to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu disclosure of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction (solely to the extent required bynecessary) or entry into a customary joint defense agreement with respect to any information to be so provided, if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Any investigation pursuant to this Section 5.07 shall be conducted in such a manner as not to interfere unreasonably with the conduct of the business of the Company. All requests for information made pursuant to this Section 5.07 shall be directed to an executive officer of the Company or such Person as may be designated by any such executive officer. Until the Effective Time, all information provided between the parties hereto and in accordance with, their respective Representatives (whether pursuant to this Agreement or otherwise) shall be subject to the provisions terms of the letter agreement dated as of March 13January 25, 2006, 2023 by and between Parent and the Company and Aristocrat Technologies, Inc. (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject (a) Subject to applicable Law, from the Company shall and shall cause its Subsidiaries and their respective representatives date of this Agreement until the earlier to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such occur of the properties, books, contracts, commitments, records, officers and employees Effective Time or the termination of this Agreement in accordance with the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionterms set forth in Article VII, the Company shall, and shall cause each its Subsidiaries to, upon reasonable prior written notice, afford to FCI and FCI’s Representatives (at FCI’s expense) reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent (a) a copy FCI such other information concerning the business and properties of each material report, schedule, registration statement the Company and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries as FCI may reasonably request in the ordinary course that are reasonably required by Parent promptly after such reports are made available writing from time to the Company’s personneltime. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to (i) that is competitively sensitive as a result of the extent businesses in which the Forsyth Parties, BW and their Affiliates engage, or (ii) where such access or disclosure would jeopardize the protection of attorney-client privilege of such Person or contravene any applicable LawLaw (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation after the date of this Agreement shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the Forsyth Parties pursuant to this Agreement.
(b) Each week prior to Closing, the Company shall provide to FCI copies of the Company’s global cash report and global accounts payable aging report in which latter case the forms currently and historically prepared by the Company; provided, that if the Company fails to provide either such report on a timely basis, then FCI shall give prompt written notice of such failure to the Company and its Subsidiaries the Company shall have a reasonable opportunity to cure such failure. If so requested by FCI, the Company shall also provide access to or disclose FCI such information as FCI reasonably requests in order to verify the fullest extent permitted by such Law cash and accounts payable balances as well as the amounts of Transaction-Related Expenses paid and incurred but not then paid.
(c) The Forsyth Parties and the Company shall comply with, and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals cause their respective Representatives to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance comply with, all of their respective obligations under the provisions of the letter agreement Confidentiality Agreement, dated as of March 13August 29, 20062011, between Parent FCI and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent , which shall not affect survive the representations and warranties termination of this Agreement in accordance with the Companyterms set forth therein.
Appears in 1 contract
Access to Information; Confidentiality. From (a) Prior to the date hereof through the Effective TimeClosing Date, Seller shall, and shall cause each Acquired Company to, afford to Buyer Parent and its Representatives reasonable access upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) at reasonable access times during normal business hours to the Acquired Company Books and Records and, during such of period, Seller shall, and shall cause each Acquired Company as applicable, to, furnish to Buyer Parent such information to the extent relating to the Business as Buyer Parent may from time to time reasonably request, other than any such properties, books, contractsContracts, commitmentsrecords and information that (i) are subject to an attorney-client or other legal privilege that would reasonably be expected to be impaired by such disclosure or (ii) are subject to a contractual obligation of confidentiality. If any properties, recordsbooks, officers Contracts, records and employees information is withheld by Seller pursuant to clause (i) or (ii) of the preceding sentence, Seller shall, and shall cause each Acquired Company and its Subsidiaries and such financial and operating data and such other information and, with respect to the business Business, each of its Affiliates, to, inform Buyer Parent of that fact and operations provide a description of the Company general nature of what is being withheld, and cooperate with any requests for, and use its reasonable best efforts to (A) develop substitute arrangements that do not result in the loss of such privilege or the breach of such obligations (including redacting information or entering into joint defense agreements) and (B) to obtain any consent or waiver necessary from any Person to whom any contractual confidentiality obligation is owed in order to disclose such information to Buyer Parent and restructure the form of access, and/or make other arrangements, so as to permit the access requested. For the avoidance of doubt, Seller shall have no obligation under this Agreement to furnish Buyer Parent the Excluded Business Books and Records. All requests for access or information pursuant to this Section 5.2(a) shall be directed to such Person or Persons as Seller shall designate. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer Parent and its Subsidiaries Representatives with respect to all information of any type furnished or provided to them pursuant to this Section 5.2(a).
(b) Through the Closing Date, Seller shall, and shall cause the Acquired Companies, and, with respect to the Business, each of its Affiliates, to, preserve and maintain the Acquired Company Books and Records, the RLI FA Business Books and Records and the Excluded Books and Records in all material respects in the same manner and with the same care that all such Acquired Company Books and Records, RLI FA Business Books and Records and Excluded Books and Records have been maintained prior to the execution of this Agreement. At the Closing, Seller shall, or shall cause its Affiliates, as applicable, to, (subject to Section 5.2(c) and subject to the last sentence of this paragraph) deliver to Buyer Parent, or its designee, or cause the Purchaser Acquired Companies to have possession of, (i) all original corporate records of the Acquired Companies, including any such corporate records relating to the Acquired Companies’ legal existence, stock or Parent Representatives may reasonably requestother equity ownership and corporate governance and (ii) all tangible embodiments of Acquired Company Books and Records. In additionPrior to the Closing Date, the parties shall develop and implement a plan that will result in the delivery or transfer, subject to compliance with Applicable Law and Section 5.2(c), of the electronic or intangible embodiments of the Acquired Company Books and Records to Buyer Parent (or a Person designated by Buyer Parent) at or after the Closing; provided, that any costs attributable to such plan and the transfer of the Acquired Company Books and Records are Separation and Migration Costs and shall be borne by the parties in accordance with Section 5.24(b).
(c) Notwithstanding the foregoing, neither Seller nor any of its Affiliates shall be required to transfer the Books and Records that: (i) are necessary for Seller to provide services under the Transition Services Agreement; provided that Seller shall transfer and shall cause its applicable Affiliates to transfer, such Books and Records to Buyer Parent upon termination of the Transition Services Agreement; or (ii) Seller or its Affiliates are required to retain under Applicable Law; provided that, in the case of (i) and (ii), to the extent such Books and Records would otherwise have been transferred, copies of such Books and Records will be transferred to Buyer Parent. Notwithstanding anything to the contrary contained herein, Seller and its Affiliates shall be entitled to retain copies of any Books and Records transferred to Buyer Parent for accounting, Tax and regulatory purposes. Any such retained Books and Records may only be used by Seller or its agents for accounting, Tax and regulatory purposes.
(d) For a period of five (5) years after the Closing, (i) Seller and its Affiliates shall, and shall cause each of its Subsidiaries their Representatives to, furnish promptly maintain in confidence any written, oral or other confidential information relating to the Acquired Companies or the Business (including any Acquired Company Books and Records retained pursuant to Section 5.3(e) and any Deal Communications retained pursuant to Section 10.13(b)) or obtained from Buyer Parent or its Affiliates (aincluding the Acquired Companies) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (bii) Buyer Parent and its Affiliates shall, and shall cause each of their Representatives to, maintain in confidence any written, oral or other confidential information relating to Seller or its Affiliates (other than the internal Acquired Companies or external reports prepared the Business) or the business of any of them or any Privileged Deal Communications that intentionally or inadvertently come into possession of the Acquired Companies or their Affiliates as contemplated by it and/or its Subsidiaries Section 10.13, except that the foregoing requirements in clauses (i) and (ii) of this Section 4.2(e) shall not apply to the ordinary course extent that are reasonably required by Parent promptly after (1) any such reports are made information is or becomes generally available to the Company’s personnel. Neither public other than as a result of disclosure by Seller or its Affiliates (in the Company nor case of clause (i)) or Buyer Parent and its Affiliates (in the case of clause (ii)) or any of their respective Representatives, in violation of this Section 4.2(e), (2) any such information is required by Applicable Law, stock exchange rules, Governmental Order or a Governmental Entity to be disclosed; after prior notice has been given to Seller (in the case of clause (i)) or Buyer Parent (in the case of clause (ii)), as applicable (including any report, statement, testimony or other submission to such Governmental Entity), (3) any such information was or becomes available to Seller or its Affiliates (in the case of clause (i)) or Buyer Parent or its Affiliates (in the case of clause (ii)) on a non-confidential basis and from a source (other than the other party or any Affiliate (including the Acquired Companies) or Representative of such other party or its Affiliates) that is not bound by a confidentiality agreement with respect to such information or is not otherwise obligated to keep such information confidential or (4) any such information is reasonably necessary to be disclosed in connection with any Action or in any dispute with respect to this Agreement or any other Transaction Document; provided, that if either party or any of its Subsidiaries Affiliates becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose such confidential information, such party shall provide the other party with prompt prior written notice of such requirement and reasonably cooperate with the other party and its Affiliates, at such other party’s expense, to obtain a protective order or similar remedy to cause such information not to be disclosed. In the event that such protective order or other similar remedy is not obtained, the party required to provide make such disclosure or its Affiliates shall furnish only that portion of confidential information that has been legally compelled, and shall exercise its reasonable best efforts to obtain assurance that confidential treatment will be accorded such disclosed information. Each party shall instruct its Affiliates and its and their respective Representatives having access to or to disclose such confidential information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu obligation of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyconfidentiality.
Appears in 1 contract
Samples: Master Transaction Agreement (Voya Financial, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective TimeExcept if prohibited by any applicable Law, upon reasonable notice and subject to applicable Lawnotice, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officersParent’s Representatives, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books, contracts, commitments, books and records, officers Contracts and employees of personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such readily available information concerning its business, properties and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries personnel as Parent or Parent, the Purchaser or Parent ’s Representatives may reasonably request; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. In additionNotwithstanding the immediately preceding sentence, the Company shallshall not be required to afford access or furnish information to the extent, and shall cause each in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure of information would violate the terms of an agreement with a third party entered into prior to the Agreement Date, (b) such information relates to the applicable portions of the minutes of the meetings of the Company Board or the Special Committee (including any presentations or other materials prepared by or for the Company Board or the Special Committee) where the Company Board or the Special Committee discussed (or is information otherwise related to) (i) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (ii) any Company Takeover Proposal or (iii) any Intervening Event, or (c) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize protections under attorney-client privilege, the attorney work product doctrine or any other legal privilege held by the Company, violate applicable Law or result in antitrust risk for the Company; provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege of such Person or contravene any violating applicable Law, in which latter case as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement dated October 31, 2023 between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptionsThe Column Group LLC, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent as amended (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect ; provided, further that the representations and warranties terms of the CompanyConfidentiality Agreement that apply to The Column Group LLC thereunder shall also apply to Parent, Merger Sub and the other TCG Stockholders mutatis mutandis until the Effective Time.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the (a) The Company shall and shall cause its Subsidiaries and their respective representatives to will afford to Parent VIALOG and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable Representatives of VIALOG full access during normal business hours throughout the period prior to such the Effective Time to all of the its (and its Subsidiaries') properties, books, contracts, commitmentscommitments and records (including without limitation Tax Returns) and, during such period, will furnish promptly upon request (i) a copy of each report, schedule and other document filed or received by any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) to the extent not provided for pursuant to the preceding clause, (A) all financial records, officers ledgers, workpapers and employees other sources of financial information processed or controlled by the Company or its accountants deemed by the Accountants necessary or useful for the purpose of performing an audit of the Company and the Company and its Subsidiaries taken as a whole and such certifying financial statements and operating data financial information and (B) all other information relating to the Company, its Subsidiaries and Stockholders that VIALOG or its Representatives requires, in either case for inclusion in or in support of the Registration Statement, and (iii) such other information with respect concerning any of the foregoing as VIALOG will reasonably request. Subject to the business terms and operations conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company to hold, in strict confidence all non-public documents and its Subsidiaries information furnished (whether prior or subsequent hereto) to VIALOG or to the Company, as Parentthe case may be, in connection with the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and Transactions.
(b) Subject to the internal terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably is required by Parent promptly after such reports are made available Applicable Law to be disclosed. In the Company’s personnel. Neither event that this Agreement is terminated in accordance with its terms, VIALOG and the Company nor will each promptly redeliver all non-public written material provided pursuant to this Section or any other provision of its Subsidiaries shall be required to provide access to this Agreement or to disclose information to otherwise in connection with the extent such access Merger and the Transactions and will not retain any copies, extracts or disclosure would jeopardize the attorney-client privilege other reproductions in whole or in part of such Person or contravene any applicable Law, in written material other than one copy thereof which latter case will be delivered to independent counsel for such party.
(c) The Company and VIALOG acknowledge that the Company and its Subsidiaries shall provide access to VIALOG executed one or disclose such more Confidential Disclosure Agreements, including a Confidential Disclosure Agreement dated June 7, 1996, (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit obtained from the Company and by VIALOG, or its Subsidiaries Representatives or by the Company or its Representatives from VIALOG pursuant to provide Parent (orSection 6.1(a), if necessary, its counsel the Confidentiality Letter or other representatives in lieu of Parent) access otherwise will be subject to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as Confidentiality Letter.
(d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of March 13, 2006, between Parent and any party or any condition to the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties obligations of the Companyparties.
Appears in 1 contract
Samples: Merger Agreement (Vialog Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time(a) Subject to Applicable Law, upon reasonable advance notice and subject to applicable Lawthe Company, the Company shall (and shall cause its the Company Subsidiaries and their respective representatives to the Representatives of the Company and each Company Subsidiary to) afford to Parent Parent’s officers and the Purchaser and to their respective officersParent’s other Representatives reasonable access, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such throughout the Pre-Closing Period in a manner that does not materially interfere with the business of the Company or the Company Subsidiaries, to its officers, agents, properties, books, contractsContracts and records; and shall furnish Parent and Merger Sub all financial, commitmentsoperating and other data and information as Parent and Merger Sub through their officers, recordsemployees or agents, officers may reasonably request; provided that none of the Company, any Company Subsidiary and employees any Representative of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide such access to or to disclose such information to the extent where such access or disclosure would jeopardize (i) contravene any Applicable Law or Order (provided that the Company shall use its commercially reasonable efforts to provide such disclosure on a basis that does not contravene such Applicable Law or Order), (ii) violate the terms of any Contract of the Company or any Company Subsidiary (provided that the Company shall use its commercially reasonable efforts to obtain the required consent to permit such disclosure), or (iii) reasonably be expected to violate or result in a loss or impairment of any attorney-client client, work product privilege of such Person or contravene any applicable Law, in which latter case Intellectual Property right (provided that the Company and shall use its Subsidiaries shall provide commercially reasonable efforts to allow for access in a manner that does not impair or violate such privileges or rights, including, as appropriate, providing access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide external counsel for Parent (orsubject to Parent entering into a customary common interest agreement with the Company, if necessary, its counsel or other representatives in lieu of Parent) access on terms mutually agreeable to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company)).
(b) No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.01(c), this Section 6.04 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. 61
(c) Each of Parent and Merger Sub acknowledges that all information provided to it or any of its Representatives by the Company or any of its Representatives in connection with this Agreement and the consummation of the Transactions shall be deemed to be Evaluation Material (as it may be amended from time to time, defined in the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Access to Information; Confidentiality. (a) From the date hereof through Agreement Date until the Effective TimeClosing Date, upon reasonable notice Seller will (i) give, and subject to applicable Law, will cause the Company shall and shall cause each Subsidiary to give, Buyer, its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the offices, properties, books, contracts, commitments, records, officers books and employees records of the Company and its the Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries, (ii) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and such other information with respect relating to the Company or any Subsidiary as such Persons may reasonably request, and (iii) instruct the AF Employees and the counsel and financial advisors of Seller, the Company or any Subsidiary to cooperate with Buyer in its investigation of the Company or any Subsidiary. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business and operations of Seller, the Company or any Subsidiary. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company and its the Subsidiaries as Parentrelating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the Purchaser or Parent Representatives may reasonably request. In additiondisclosure of which could subject Seller, the Company shall, and shall cause each or any Subsidiary to risk of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and liability.
(b) On and after the internal or external reports prepared by it and/or Closing Date, upon prior written notice to Seller, Seller will afford promptly to Buyer and its Subsidiaries agents reasonable access to its properties, books, financial and other records, information, employees and auditors, in the ordinary course that are reasonably required by Parent promptly after such reports are made available each case relating to the Company’s personnel. Neither Company or any Subsidiary and to the extent reasonable and necessary in connection with any audit, investigation, dispute or litigation involving to the operation of the Company nor or any Subsidiary prior to the Closing; provided, however, that any such access by Buyer shall be conducted during Seller’s normal business hours and shall not unreasonably interfere with the conduct of the business of Seller; provided, further, that Buyer and its Subsidiaries agents shall be required to provide access execute Seller’s standard non-disclosure agreement prior to accessing such properties, books, financial and other records, information, employees and auditors. Buyer shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in connection with the foregoing. This Section 5.02(b) shall not apply to any investigation, dispute or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Lawlitigation, in which latter each case that is between Buyer and Seller.
(c) Seller confirms that it has entered into that certain Mutual Nondisclosure Agreement (NDA) dated August 20, 2004 between Buyer and Seller (the Company “NDA”) and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required that Seller is bound by, and in accordance withwill abide by, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to timeNDA. If this Agreement is terminated, the “Confidentiality Agreement”). Any investigation NDA will remain in full force and effect, and all copies of documents containing confidential information of a disclosing party will be returned by Parent shall not affect the representations and warranties receiving party to the disclosing party or be destroyed, as provided in the NDA.
(d) If, after the Closing Date, Seller locates or obtains any originals or copies of the Company’s or any Subsidiary’s customer data (including customer prospects) (“Customer Data”) that were not previously delivered to Buyer pursuant to Section 9.02(h), then Seller shall notify Buyer of such Customer Data and shall thereafter, at Buyer’s direction, either destroy such Customer Data or promptly deliver such Customer Data to Buyer without retaining any copy thereof; provided, however, that, notwithstanding the foregoing, Seller may retain Customer Data solely for the purpose of complying with its obligations under Section 5.05; provided, further, that Seller shall comply with its privacy policy as in effect on the Agreement Date with respect to any Customer Data that it retains pursuant to the foregoing proviso.
Appears in 1 contract
Access to Information; Confidentiality. (a) From the date hereof through of this Agreement to the earlier of the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent Time and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such termination of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information this Agreement in accordance with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionArticle 7, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly : (i) use reasonable best efforts to provide to Parent (a) and Merger Sub and their respective Representatives reasonable access during normal business hours in such a copy manner as not to interfere unreasonably with the business conducted by the Company or any of each material reportits Subsidiaries, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available upon prior notice to the Company’s personnel. Neither , to the officers, employees, accountants, agents, properties, offices and other facilities of the Company nor and each of its Subsidiaries and to the books and records of the Company and each of its Subsidiaries and (ii) use reasonable best efforts to furnish during normal business hours upon prior notice such other information concerning the business, properties, assets and liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries shall be required to provide to) afford such access to or to disclose furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its reasonable best efforts to allow for such access or disclosure would jeopardize the in a manner that does not result in a loss of attorney-client privilege privilege), (B) result in the disclosure of any trade secrets of third parties or otherwise breach, contravene or violate any obligation contained within any effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party, (C) breach, contravene or violate any applicable Law or (D) result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, that were provided in connection with the Company Board’s consideration of the Merger or the related sale process. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on clauses (B) or (C) of the immediately preceding sentence, it shall promptly provide notice to Parent that it is withholding such Person access or contravene any information and the basis for such withholding and shall use its reasonable best efforts to enable access to such information to be furnished or made available to Parent and Merger Sub and their respective Representatives without so incurring liability, or contravening applicable Law or Contract or obligation, including by redacting parts of documents or sharing clean summaries of information. The Company may, as it reasonably deems advisable and necessary to comply with applicable Law, designate any competitively sensitive material to be provided to Parent and Merger Sub under this Section 5.2 as “Clean Team Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel or designated Clean Team of the recipient and will not be disclosed by such outside legal counsel or Clean Team members to other employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the recipient unless express permission is obtained in which latter case advance from the source of the materials or its legal counsel.
(b) The Confidentiality Agreement, dated October 28, 2021, by and between the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent Guarantor (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”), including the use restrictions therein, shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and their Representatives and otherwise continue to apply after the entrance into this Agreement. Any investigation by No information or access provided to Guarantor, Parent, Merger Sub or any of their respective representatives pursuant to Section 5.2 or otherwise before, at or after the execution and delivery of this Agreement shall limit any rights, remedies or conditions to the obligations of Guarantor, Parent or Merger Sub under this Agreement. Prior to the Closing, each of Guarantor, Parent and Merger Sub shall not, and shall cause their respective Representatives not affect to, contact or otherwise communicate with the representations employees of the Company and warranties its Subsidiaries (other than members of the Company’s senior leadership team), or the customers, suppliers, or distributors of the Company and its Subsidiaries that are not customers, suppliers or distributors of Guarantor or its affiliates (but subject to Section 5.7), or, except as required pursuant to Section 5.5, any Governmental Entity, regarding the business of the Company, this Agreement or the Transactions without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject (a) Subject to applicable Law, between the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent date of this Agreement and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such earlier of the propertiesEffective Time or the termination of this Agreement in accordance with Article VII, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionupon reasonable advance notice, the Company shall, and shall cause each its Subsidiaries to (i) provide to Parent and its Representatives access during normal business hours to the officers, employees, properties, books, offices and other facilities, Contracts, Tax Returns and records of the Company (for the avoidance of doubt, including correspondence and other exchanges between the Company and its Subsidiaries and any Governmental Authority) and its Subsidiaries (other than any of the foregoing that relate to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 5.4, to any Takeover Proposal) and (ii) furnish promptly such financial, operational and other data and information concerning its business, operations, personnel, assets, liabilities and properties as Parent may reasonably request; provided, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company or its applicable Subsidiary and in such a manner as not to interfere unreasonably with the normal business or operations of the Company or any of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnelSubsidiaries. Neither Nothing herein shall require the Company nor or any of its Subsidiaries shall be required to provide access disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (A) jeopardize any attorney-client or other legal privilege (so long as the Company and its Subsidiaries have reasonably cooperated with Parent to permit such inspection of or to disclose such information to the extent on a basis that does not waive such access privilege with respect thereto) or disclosure would jeopardize the attorney-client privilege of such Person or (B) contravene any applicable Law, in fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which latter case the Company and or any of its Subsidiaries shall provide access is a party) (so long as the Company has used reasonable best efforts to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals make appropriate substitute arrangements to permit the Company reasonable disclosure not in violation of such applicable Law, agreement or duty); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and its Subsidiaries disclosure may be limited to provide Parent (or, if necessary, its external counsel or other representatives in lieu of Parent) access to or to disclose to for Parent, such information. Parent shall hold any such information in confidence to the extent that the Company determines doing so may be reasonably required byfor the purpose of complying with applicable Antitrust Laws.
(b) No information or knowledge obtained by Parent or Merger Sub pursuant to this Section 5.3, and Section 5.4 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Transactions in accordance withwith the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the provisions of representations, warranties, covenants and agreements made by the Company in this Agreement.
(c) Information disclosed under this Section 5.3 and otherwise pursuant to this Agreement shall be governed under the letter agreement regarding confidentiality, dated September 2, 2016, as of March amended on February 13, 20062017, between Parent American Securities LLC and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation For the avoidance of doubt, the disclosure of information by Parent or any of its Representatives to the Lender Related Parties pursuant to Section 5.11 or otherwise shall not affect require the representations and warranties prior written approval of the CompanyCompany pursuant to the Confidentiality Agreement.
Appears in 1 contract
Samples: Merger Agreement (Air Methods Corp)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the (a) The Company shall and shall cause its Subsidiaries afford to Buyer and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours upon reasonable notice throughout the period prior to such of the Closing Date to their respective properties, books, contracts, commitments, recordspersonnel and records and, officers during such period, shall furnish promptly such information concerning its businesses, properties and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries personnel as Parent, the Purchaser or Parent Representatives may Buyer shall reasonably request. In addition; provided, the Company shallhowever, and such investigation shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to not unreasonably disrupt the Company’s personneloperations and must be conducted in accordance with the procedures established by the Company. Neither All nonpublic information provided to, or obtained by, Buyer in connection with the Company nor any of its Subsidiaries transactions contemplated hereby shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions “Evaluation Material” for purposes of the letter agreement Confidentiality Agreement dated as of March 13July 12, 2006, 2007 between Parent Schottenstein Stores Corporation and the Company Buyer (as it may be amended from time to time, the “Confidentiality Agreement”), the terms of which shall continue in force; provided that Buyer and the Company may disclose such information as may be necessary in connection with seeking any regulatory approvals. Any investigation by Parent Notwithstanding the foregoing, the Company shall not affect be required to provide any information which it reasonably believes it may not provide to Buyer by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which any Seller or the representations Company is required to keep confidential by reason of contract, agreement or other obligation to third parties.
(b) Each of Buyer and warranties the Sellers, each on behalf of itself individually and, with regard to Sellers, to the extent that such Seller has such books and records in its possession as of the CompanyClosing Date, agrees to (i) hold all of the books and records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for a period of three (3) years from the Closing Date or such longer time as may be required by law and (ii) following the Closing Date to afford Buyer and each Seller, as applicable, their accountants and counsels, during normal business hours, upon reasonable request, reasonable access to such books, records and other data and to the employees of the Company and any affiliates to the extent that such access may be requested for any purpose related to the preparation of Tax Returns, the calculation of Contingent Consideration or Final Reconciliation or in order for Buyer to meet its Form 8-K obligations within the applicable time period required by such form, at no cost to any Seller (other than for reasonable out-of-pocket expenses); provided, however that such access rights shall (i) not be exercised in a manner that unreasonably interferes with the business of the Company or the Sellers, as applicable, and (ii) be exercised in a manner so as to maintain the privileged nature of any information that may be subject to attorney-client privilege.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Iconix Brand Group, Inc.)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the The Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser Parent, and to their respective Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other representatives (the “Parent Representatives”) , reasonable access during normal business hours during the period prior to such the earlier of the Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ properties, books, contracts, commitments, records, officers books and records and to those employees of the Company to whom Parent reasonably requests access (but not including, unless consented to by the Company (such consent not to be unreasonably withheld, conditioned or delayed), access to perform physical or environmental examinations to take samples of soil, ground water, air or products), and, during such period, the Company shall furnish to Parent, as promptly as reasonably practicable, all information concerning its and its Subsidiaries Subsidiaries’ business, properties and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries personnel as Parent, the Purchaser or Parent Representatives may reasonably request. In additionNotwithstanding the foregoing, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to where the extent Company reasonably determines that such access or disclosure would (i) jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or (ii) conflict with or violate any Law (including antitrust Laws) or any Contract to which the Company or any of its Subsidiaries is a party (with respect to each of clauses (i) and (ii) above, it being agreed that the Company shall give notice to Parent of the fact that it is withholding such Person information or contravene any applicable Law, in which latter case documents and thereafter the Company and its Subsidiaries Parent shall provide access use their respective reasonable best efforts to or disclose cause such information to be provided in a manner that would not reasonably be expected to cause such a jeopardy, breach, waiver or violation). No investigation or access permitted pursuant to this Section 7.02 shall affect or be deemed to modify any representation or warranty made by the fullest extent Company hereunder. Except for disclosures expressly permitted by such Law the Confidentiality Agreement, Parent shall, in accordance with the Confidentiality Agreement, keep confidential and not disclose, and shall cooperate with Parent cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to keep confidential and not disclose, all Evaluation Material (as defined in seeking all necessary exemptions, permits the Confidentiality Agreement) directly or other consents or approvals to permit indirectly received from the Company and or its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the CompanyRepresentatives.
Appears in 1 contract
Access to Information; Confidentiality. (a) From the date hereof through to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In additionprior written notice, the Company shall, and shall cause each of its Subsidiaries and its and their officers to, furnish promptly afford to Parent (a) a copy of each material report, schedule, registration statement Parent’s officers and other document filed authorized Representatives reasonable access during normal business hours throughout the period prior to the Effective Time, consistent with applicable Law, to its and their officers, employees, properties, offices contracts, other facilities and books and records, and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request; provided, that no investigation pursuant to this Section 5.5 shall affect or be deemed to modify any representation or warranty made by it the Company herein. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with any Governmental Entity and (b) the internal business or external reports prepared by it and/or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the ordinary course that are reasonably required prompt and timely discharge by Parent promptly after such reports are made available to the Company’s personnelemployees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent where such access or disclosure would jeopardize would, as determined solely by the Company in its good faith judgment, (i) breach any agreement with any third-party if the Company shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) constitute a waiver of the attorney-client or other privilege of such Person held by the Company or contravene (iii) otherwise violate any applicable Law.
(b) From the date hereof to the Effective Time or the earlier termination of this Agreement, the Company shall promptly (i) make available to Parent monthly reports relating to Spaceway 3 generated by Xxxxxx (attaching copies of Spaceway F3 Operations and Maintenance Monthly Status Reports) and (ii) deliver to Parent notice of any material anomalies affecting the Company Satellites of which the Company has knowledge.
(c) From the date hereof to the Effective Time or the earlier termination of this Agreement, the Company shall make available to Parent, as soon as reasonably practicable after such information becomes available to the Company, (i) monthly updates of the information provided in which latter case subsection (a) of Section 3.24 and (ii) quarterly updates of the information provided in subsections (b), (c) and (d) of Section 3.24.
(d) Each of Parent and Merger Sub will hold and treat, and will cause its respective Representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries shall provide access furnished to Parent or disclose such information to Merger Sub in connection with the fullest extent permitted transactions contemplated by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and this Agreement in accordance withwith the Confidentiality Agreement, the provisions of the letter agreement dated as of March 13November 29, 20062010, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent , which Confidentiality Agreement shall not affect the representations remain in full force and warranties of the Companyeffect in accordance with its terms.
Appears in 1 contract
Access to Information; Confidentiality. From (a) Except as otherwise prohibited by applicable Law, from the date hereof through of this Agreement until the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and Parent’s Representatives reasonable access at reasonable times upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any applicable Law or Order at the Effective Time); and (ii) furnish promptly to Parent (a) a copy of each material reportsuch information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by it with any Governmental Entity aspects of the Company and (b) the internal or external reports prepared by it and/or its Subsidiaries as Parent or its Representatives may reasonably request (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any applicable Law or Order at the ordinary course Effective Time); provided, however, that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall not be required to provide access to or to disclose any such information to the extent such access or disclosure would jeopardize result in the loss of attorney-client privilege of such Person the Company or contravene any applicable Law, in which latter case of its Subsidiaries (provided that the Company and its Subsidiaries shall provide use their reasonable best efforts to allow for such access to or disclose such information to disclosure in a manner that does not result in a loss of attorney-client privilege).
(b) Except as otherwise prohibited by applicable Law, from the fullest extent permitted by such Law date of this Agreement until the Effective Time, Parent shall, and shall cooperate with Parent in seeking all necessary exemptionscause its Subsidiaries to, permits or other consents or approvals provide to permit the Company and the Company’s Representatives access at reasonable times upon prior notice to Parent’s personnel and records (i) on a basis consistent with the Company’s access to such personnel and records prior to the date hereof in connection with the Company’s due diligence review of Parent and its Subsidiaries to provide Parent in connection with the transactions contemplated hereby and (or, if necessary, its counsel or other representatives in lieu of Parentii) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and reasonably necessary for the Company to determine whether the conditions set forth in Section 8.03 are satisfied.
(c) All information obtained by the parties hereto pursuant to this Section 7.04 shall be kept confidential in accordance withwith the Confidentiality Agreement and the Parent Confidentiality Agreement.
(d) No investigation pursuant to this Section 7.04 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the provisions obligations of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companyparties hereto.
Appears in 1 contract
Samples: Merger Agreement (Johnson & Johnson)
Access to Information; Confidentiality. From the date hereof through the Effective Time, upon Upon reasonable notice and subject to applicable Lawnotice, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to) afford to Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, to the properties, personnel, contracts, books and records (including Tax Returns and workpapers) of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent such Representatives all information (ato the extent not publicly available) a copy concerning the business, properties and personnel of each material reportthe Company and its Subsidiaries (including accounting, scheduletax, registration statement financing, operating, environmental and other document filed by it with any Governmental Entity data and (binformation) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course as may reasonably be requested; provided, however, that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither nothing herein shall require the Company nor or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (a) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (b) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party as of the date hereof or (c) jeopardize any attorney-client or other legal privilege; provided, in each case, that the Company shall give Parent notice of any information so withheld and the parties hereto shall cooperate in seeking to allow disclosure of such information in a manner that is not reasonably likely to cause significant competitive harm, violate applicable Law or Contract or cause any waiver of privilege; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving the sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any of the properties owned, operated or leased by the Company or its Subsidiaries. The Company shall take such actions as described in Section 6.4 of the Company Disclosure Letter. Notwithstanding anything herein to the contrary, the Company shall not be required to provide access or make any disclosure to or Parent pursuant to disclose information this Section 6.4 to the extent that such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case 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. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent agrees that it will not, and will cause its Representatives and Affiliates (including Acquisition Sub) not to, use any information obtained pursuant to this Section 6.4 for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement shall apply with respect to information furnished by the Company, its Subsidiaries shall provide access to or disclose such information and the Company’s officers, employees and other Representatives hereunder and, if this Agreement is terminated prior to the fullest extent permitted by such Law Effective Time, the Confidentiality Agreement shall remain in full force and shall cooperate effect in accordance with Parent in seeking all necessary exemptions, permits or other consents or approvals its terms prior to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence giving effect to the extent required by, and in accordance with, the provisions execution of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality this Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Merger Agreement (Veoneer, Inc.)
Access to Information; Confidentiality. From (a) To the date hereof through the Effective Time, upon reasonable notice and subject to extent permitted by applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser Parent, and to their respective Parent’s officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) , reasonable access during normal business hours to such (including for the purpose of coordinating transition planning with the properties, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries Subsidiaries) during normal business hours and such financial and operating data and such other information with respect upon reasonable prior notice to the business and operations Company during the period prior to the Effective Time or the termination of the Company this Agreement to all its and its Subsidiaries Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent, the Purchaser or Parent Representatives may from time to time reasonably request. In addition, and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (ax) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity during such period pursuant to the requirements of Federal or state securities Laws to the extent not otherwise available on the SEC’s EXXXX system and (by) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that in no event shall the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably Company be required by Parent promptly after such reports are made available pursuant to this Section 5.02(a) to provide any information that, based on advice of the Company’s personnel. Neither counsel, could (A) reasonably be expected to violate applicable Law or waive any applicable legal privilege (provided that the Company nor and Parent shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege) or (B) violate any obligation of the Company or any of its Subsidiaries shall be required with respect to provide access to or to disclose information confidentiality (provided that to the extent such access specifically requested by Parent, the Company will use commercially reasonable efforts to obtain an appropriate waiver from the third party to whom it or disclosure would jeopardize its Subsidiary owes an obligation of confidentiality).
(b) To the attorney-client privilege of such Person or contravene any extent permitted by applicable Law, in which latter case Parent shall afford to the Company and its Subsidiaries shall provide Representatives reasonable access to or disclose Parent’s personnel and records on a basis consistent with the Company’s access to such information personnel and records prior to the fullest extent permitted by such Law and shall cooperate date hereof in connection with the Company’s due diligence review of Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries in connection with the transactions contemplated hereby.
(c) Each of Parent and the Company shall hold, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to provide Parent (orhold, if necessaryall information received from the other party, its counsel directly or other representatives in lieu of Parent) access to or to disclose to Parentindirectly, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, and shall otherwise abide by and be subject to, the provisions terms and conditions of the letter agreement Confidentiality Agreement dated as of March 13September 6, 2006, 2006 between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any The Confidentiality Agreement shall survive any termination of this Agreement. No investigation pursuant to this Section 5.02 or information provided or received by Parent shall not any party hereto pursuant to this Agreement will affect any of the representations and or warranties of the Companyparties hereto contained in this Agreement.
Appears in 1 contract
Access to Information; Confidentiality. From Keystone shall, and shall cause each of the date hereof through Keystone Subsidiaries and, to the Effective Time, upon reasonable notice extent permitted by applicable contracts and subject to applicable Law, the Company shall Keystone Joint Ventures, to, afford to PARTY B and its officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access upon reasonable prior notice and during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, personnel and records but only to the extent that such access does not unreasonably interfere with business or operations of Keystone, the Keystone Subsidiaries (including Keystone OP) and the Keystone Joint Ventures and, during such period, Keystone shall, and shall cause its each of the Keystone Subsidiaries and their respective the Keystone Joint Ventures, to furnish promptly to PARTY B (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (b) all other information concerning its business, properties and personnel as PARTY B may reasonably request. Upon PARTY B's reasonable request, the officers of Keystone shall confer with representatives to afford to Parent of PARTY B as promptly as practicable concerning operational matters, and the Purchaser in any event, shall promptly advise PARTY B orally and to their in writing of any Keystone Material Adverse Effect. Each of Keystone and PARTY B will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours and Affiliates to such of the propertieshold, books, contracts, commitments, records, officers and employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such nonpublic information in confidence to the extent required by, and in accordance with, and will comply with the provisions of the letter agreement between Keystone and PARTY B dated as of March 1319, 20062004, between Parent as amended to date (as so amended, the "Confidentiality Agreement"). Keystone shall also cause its and its Subsidiaries' and the Company Keystone Joint Ventures' (as it may be amended from time to timethe extent permitted by applicable contracts and Law) employees, counsel and financial advisors to cooperate reasonably with PARTY B in its investigation of the business of Keystone, the “Confidentiality Agreement”). Any investigation by Parent shall not affect Keystone Subsidiaries and the representations and warranties of the CompanyKeystone Joint Ventures.
Appears in 1 contract
Access to Information; Confidentiality. From (a) Subject to the restrictions of any applicable Law or contractual confidentiality obligations and the reasonable preservation of attorney-client or other applicable legal or contractual confidentiality obligations, between the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent of this Agreement and the Purchaser Closing, Sellers shall (i) give Buyer and to their respective officers, employees, accountants, counsel, financial advisors and other its authorized representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, work papers, offices and other facilities and properties of the Business and the Acquired Companies, (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request, and (iii) cause the officers and other employees of the Company Business and its Subsidiaries and the Acquired Companies, to furnish Buyer with such financial and operating operations data and such other information with respect to the Business and the Acquired Companies as Buyer may reasonably request; provided, however, that any such investigation shall be conducted during normal business hours under the reasonable supervision of the applicable personnel of Sellers or their Affiliates and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement and not interfere unreasonably with the operations of the Company Business and Buyer shall have no right of access to, and none of Seller or any of its Subsidiaries as ParentAffiliates will have any obligation to provide, any information the disclosure of which would reasonably be expected to jeopardize any evidentiary privilege available to Sellers or any of their Affiliates. To the extent that such access would violate applicable Law or contractual confidentiality obligations or result in the waiver of attorney-client or other applicable legal privilege, the Purchaser or Parent Representatives may reasonably request. In addition, the Company Sellers shall, and shall cause their respective Affiliates to, use reasonable best efforts to allow for such access, or as much of such access as is reasonably practicable, in a manner that does not violate such Law or confidentiality obligation or result in a waiver of such privilege. Notwithstanding the foregoing, without the prior written consent of UPS (in its sole discretion), Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives shall not be permitted, prior to the Closing, to conduct any environmental assessments, studies, investigations, monitoring, or other inquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Leased Real Property, including any Phase I environmental site assessment, Phase II environmental site assessment, or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment.
(b) All information furnished or provided by Sellers, the Acquired Companies, or any of their respective Affiliates or representatives to Buyer or its representatives prior to the Closing or the earlier termination of this Agreement (whether furnished before or after the date of this Agreement) shall be held subject to the Confidentiality Agreement; provided, that the Confidentiality Agreement shall terminate at the Closing.
(c) No investigation pursuant to this Section 5.2 shall in any way impact or affect any of the representations or warranties set forth in Article III.
(d) Following the Closing, subject to Section 5.7, Buyer expressly acknowledges and agrees that Sellers may retain copies of all books and records and other materials of the Business solely to the extent reasonably necessary in connection with the purposes described in Section 5.7.
(e) The Sellers shall not, and shall not permit and shall cause each of its Subsidiaries their Affiliates not to, furnish promptly for a period of three (3) years following the Closing Date, without the prior written consent of Buyer, disclose to Parent any third party (aother than Sellers, their Affiliates and their respective advisors who are subject to obligations of confidentiality) any nonpublic information that is proprietary or competitively sensitive to the extent relating to the Business (“Confidential Business Information”); provided, however, that the term “Confidential Business Information” will not include any information (i) that becomes available to Sellers or their Affiliates from and after the Closing, from a copy third-party source that is not known by Sellers to be under any obligations of each material reportconfidentiality in respect of such information, schedule(ii) that is or becomes generally available to, registration statement and or known by, the public (other document filed than as a result of disclosure in violation hereof) or (iii) that is or was derived independently by it Sellers or their Affiliates without use of Confidential Business Information. Notwithstanding the foregoing, the foregoing shall not prohibit Sellers, their Affiliates or any of their respective representatives (A) from disclosing Confidential Business Information for the purpose of complying with the terms of this Agreement or any of the Ancillary Agreements, or (B) from disclosing Confidential Business Information that Sellers, any of their Affiliates or their representatives are required by Law (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) or requested by any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries with jurisdiction over such Person to disclose; provided, that in the ordinary course event that are reasonably any such Person is so required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or requested to disclose information such Confidential Business Information, Sellers shall reasonably promptly notify Buyer in writing (unless not permitted by Law or such legal or regulatory process to so notify), which notification shall include a reasonably detailed description of such legal or regulatory requirement or request, as applicable, and the extent of the required or requested disclosure, and will use reasonable best efforts to cooperate with Buyer, at Buyer’s request and expense, to preserve, to the extent such access or disclosure would jeopardize reasonably practicable, the attorney-client privilege confidentiality of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance withFurthermore, the provisions of this Section 5.2(e) will not prohibit any retention of copies of records or any disclosure in connection with the letter agreement dated as preparation and filing of March 13, 2006, between Parent and financial statements or Tax Returns of Sellers or their Affiliates or any disclosure made in connection with the Company (as it may be amended from time enforcement of any right or remedy relating to time, this Agreement or the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Companytransactions contemplated hereby or any bona fide document retention policies or procedures.
Appears in 1 contract
Samples: Purchase Agreement (RXO, Inc.)
Access to Information; Confidentiality. From (a) Subject to applicable Law, Parent will provide and will cause Parent’s Subsidiaries and its and their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives (collectively, “Representatives”) to provide the date hereof through the Effective TimeCompany and its authorized Representatives, during normal business hours and upon reasonable notice advance notice, such reasonable access to the offices, employees, customers, suppliers, properties, books and subject records of Parent and its Subsidiaries (so long as such access does not unreasonably interfere with the operations of Parent and its Subsidiaries) as the Company may reasonably request (including for the purposes of conducting environmental due diligence). Subject to applicable Law, the Company shall will provide and shall will cause the Company’s Subsidiaries and its Subsidiaries and their respective representatives Representatives to afford to provide Parent and the Purchaser and to their respective officersits authorized Representatives, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours and upon reasonable advance notice, such reasonable access to such the offices, employees, properties, books and records of the properties, books, contracts, commitments, Company Entities (so long as such access does not unreasonably interfere with the operations of any Company Entities) as Parent may reasonably request (including for the purposes of planning the operation of New Parent after the Effective Time and conducting environmental due diligence). No party shall have access to personnel records of the other party or any of its Subsidiaries relating to individual performance or evaluation records, officers and employees medical histories or other information that in such other party’s good faith opinion the disclosure of which could subject such other party or any of its Subsidiaries to risk of liability. Notwithstanding anything to the contrary herein, no party shall be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the other party or its Subsidiaries without the prior written consent of such other party, which may be granted or withheld in its sole discretion.
(b) With respect to any information disclosed pursuant to this Section 6.4 each of the Company and its Subsidiaries and such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shallshall comply with, and shall cause each of its Subsidiaries toand their respective Representatives to comply with, furnish promptly to all of its obligations under the mutual nondisclosure and confidentiality agreement, dated October 9, 2017, previously executed by the Company and Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel“Confidentiality Agreement”). Neither the Company nor any of its Subsidiaries No party shall be required to provide access to or to disclose any information to the extent where such access or disclosure would jeopardize the any attorney-client privilege of such Person party or any Subsidiary of such party or contravene any applicable LawContract, in which latter case Law or order (it being agreed that the Company and its Subsidiaries parties shall provide access use their respective reasonable best efforts to or disclose cause such information to the fullest extent permitted by be provided in a manner that would not result in such Law and shall cooperate with Parent in seeking all necessary exemptions, permits jeopardy or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”contravention). Any investigation by Parent shall not affect the representations and warranties of the Company.
Appears in 1 contract
Samples: Merger Agreement (Bill Barrett Corp)
