Access to Information; Cooperation. (a) Subject to compliance with applicable confidentiality obligations owed to third parties in effect as of the date of this Agreement, each of Public Company and Merger Partner shall (and shall cause each of its Subsidiaries to) afford to the other party’s officers, employees, accountants, counsel and other representatives, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel and records and, during such period, each of Public Company and Merger Partner shall (and shall cause each of its Subsidiaries to) furnish promptly to the other party all information concerning its business, properties, assets and personnel as the other party may reasonably request. Each of Public Company and Merger Partner will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.4 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Merger. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, each of Public Company and Merger Partner shall promptly provide the other party with copies of: (a) unaudited monthly financial statements or management accounts, when available; (b) any written materials or communications sent by or on behalf of such party to its stockholders; (c) any notice, report or other document filed with or sent to, or received from, any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement; and (d) any material notice, report or other document received from any Governmental Entity.
(b) From the date of this Agreement, Public Company and Merger Sub shall use commercially reasonable efforts to cooperate with Merger Partner to respond to reasonable requests for documents and information by the insurer of the Representations and Warranty Insurance Policy that Merger Partner may purchase in connection with the transactions contemplated hereby.
Access to Information; Cooperation. The Sellers shall, and shall cause their affiliates (including Companies) to, during the period prior to the Closing (i) afford to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns and records of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with this Section 5.02(a).
(a) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates.
(b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers a...
Access to Information; Cooperation. (a) Subject to compliance with applicable Laws and Orders and the terms of any existing Contracts, each Party shall, and shall cause its respective wholly-owned Subsidiaries to, afford to the other Parties and their respective Representatives, until the earlier of the Closing or the termination of this Agreement in accordance with its terms, continuing access to the other parties' virtual data rooms, and reasonable access, during normal business hours and upon reasonable notice, to its businesses, properties, books and records and such other data and information as a Party may reasonably request, as well as to the other Party's and its Subsidiaries' personnel, subject, however, to such access not interfering with the ordinary conduct of its businesses. Notwithstanding the foregoing, if the terms of any Law, Order or Contract shall limit a Party's right to access the information pursuant to this Section 5.1, the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any privilege (including the attorney-client and work product privileges). Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect.
(b) Prior to Closing, QLT shall provide reasonable cooperation and shall cause its respective wholly-owned Subsidiaries and its and their representatives, includi...
Access to Information; Cooperation. LTC and Healthcare and their authorized agents shall be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other Party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such Party.
Access to Information; Cooperation. The RemainCo Group, the SpinCo Group, and their authorized agents shall be given reasonable and timely access to and may take copies of all information relating to the subjects of this Agreement (to the extent not prohibited by applicable Law) in the custody of the other Party, including any agent, contractor, subcontractor, or any other person or entity under the contract of such Party. The Parties shall provide one another with such information within the scope of this Agreement as is reasonably necessary to administer each Party’s Plans or take the actions required of such Party under this Agreement. The Parties shall cooperate with each other to minimize the disruption caused by any such access and providing of information.
Access to Information; Cooperation the Company shall, during normal business hours and without unreasonable interference with business operations of any Company:
(a) give and shall cause to give AWK and AWK's representatives access, to the books and records, files, employees, consultants and physical facilities of the Company; and (b) cooperate with AWK with respect to the consummation of the transactions contemplated hereby and the transition of the Business from the Company to AWK and shall make all information reasonably requested and management of the Subsidiaries available to AWK for such purposes.
Access to Information; Cooperation. (a) From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to Applicable Law and the Confidentiality Agreement, Seller will (i) give Buyer, its counsel and other authorized Representatives (including the Financing Sources and any other potential financing sources) full access to the properties, books and records of the Purchased Subsidiaries, (ii) furnish to Buyer, its counsel and other authorized Representatives (including the Financing Sources and any other potential financing sources) such financial and operating data and other information relating to the Purchased Subsidiaries as such Persons may reasonably request, (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to fully cooperate with Buyer in its investigation of the Purchased Subsidiaries and (iv) no later than the Closing Date, provide to Buyer copies of all material environmental compliance audits conducted since January 29, 2013 that are in the possession or under the control of the Seller and relating to the Real Property. Notwithstanding the foregoing, from the date hereof until the Closing Date, Buyer and its agents shall not (A) conduct or cause to be conducted, without Seller’s prior written consent, any invasive, intrusive or destructive inspections or other sampling or testing of the properties of the Purchased Subsidiaries, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media thereon, (B) have access to any information to the extent relating to any Retained Business or (C) have access to any Seller Tax Records.
(b) From the date hereof until the seven year anniversary of the Closing Date, upon reasonable request, Buyer will afford promptly to Seller and its authorized Representatives reasonable access to its properties, books, records, employees and auditors (i) to the extent requested to permit Seller to prepare the Closing Statement, and (ii) to the extent requested to permit Seller or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date, (iii) in connection with any Action related to the conduct or ownership of the Purchased Subsidiaries for which Seller or such Affiliate has retained any liability under this Agreement and (iv) otherwise to the extent reasonably required by Seller.
(c) Any access granted to either party or...
Access to Information; Cooperation. The SWBI Group, the AOUT Group, and their authorized agents shall be given reasonable and timely access to and may take copies of all information relating to the subjects of this Agreement (to the extent not prohibited by Applicable Law) in the custody of the other Party, including any agent, contractor, subcontractor, or any other Person under the contract of such Party. The Parties shall provide one another with such information within the scope of this Agreement as is reasonably necessary to administer each Party’s Plans or take the actions required of such Party under this Agreement. The Parties shall cooperate with each other to minimize the disruption caused by any such access and providing of information.
Access to Information; Cooperation. 4.1 ACCESS; COOPERATION. So long as MTI holds that holds at least five percent (5%) of the outstanding Voting Stock, MTI shall have the right to visit and inspect any of the properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, and to review the books and records of the Company and such other information as is reasonably requested all at such reasonable times and as often as may be reasonably requested; provided, however, that all requests for information shall be reasonably related to MTI's position as a stockholder. The Company shall cooperate with MTI with respect to any such requests.
Access to Information; Cooperation. Manor Care and Choice and their authorized agents will be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such party. The parties will provide one another with such information within the scope of this Agreement as is reasonably necessary to administer each party's Plans. The parties will cooperate with each other to minimize the disruption caused by any such access and providing of information.
