Access to Information/Employees. (a) Upon reasonable notice, each party shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the other party reasonable access during normal business hours, during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records, business plans, systems, officers and employees (provided that the Company’s access to the employees of Parent and its Subsidiaries shall be limited to confirming the accuracy of Parent’s and Merger Sub’s representations and warranties contained in this Agreement) and, during such period, such party shall (and shall cause its Subsidiaries to) furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under applicable law), and (b) all other information concerning it and its business, properties and personnel as such other party may reasonably request (including consultation on a regular basis with such parties, agents, advisors, attorneys and representatives with respect to litigation matters); provided, however, that either party may restrict the foregoing access to the extent that (a) any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or (b) the information is subject to confidentiality obligations to a third party (provided that Parent or the Company shall use its commercially reasonable efforts, as the case may be, to obtain the consent of such third party to disclose such information). Information obtained pursuant to this Section 5.02 shall be subject to the provisions of the Confidentiality Agreement (as amended or supplemented from time to time in accordance with the terms thereof), the terms of which are incorporated herein by reference.
Access to Information/Employees. (a) Upon reasonable notice, and subject to applicable Law, the Company shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors, financing sources and other authorized Representatives of the Parent 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, records, officers and employees and, during such period as Parent may from time to time reasonably request, and during such period the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information concerning it, its Subsidiaries and each of their respective businesses, properties and personnel as Parent may reasonably request (including consultation with respect to litigation matters); provided, however, that the Company may restrict the foregoing access and the disclosure of information pursuant to Section 6.12 to the extent that (i) in the reasonable judgment of the Company, any Law applicable to the Company requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) in the reasonable judgment of the Company, the information is subject to confidentiality obligations to a Third Party, (iii) such disclosure would result in disclosure of any trade secrets of Third Parties or (iv) disclosure of any such information or document could result in the loss of attorney-client privilege, work product protections or other applicable privileges (provided that the Company and/or its counsel shall use their reasonable best efforts to enter into such joint defense agreements or other arrangements, as appropriate, so as to allow for such disclosure in a manner that does not result in the loss of such privileges or protections); provided, however, that with respect to clauses (i) through (iv) of this Section 6.2(a), the Company shall use its commercially reasonable best efforts to (A) obtain the required consent of such Third Party to provide such access or disclosure or (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company.
Access to Information/Employees. (a) Upon reasonable notice, each party shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the other party reasonable access during normal business hours, during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records, officers and employees and, during such period, such party shall (and shall cause its Subsidiaries to) furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under applicable law), and (b) all other information concerning it and its business, properties and personnel as such other party may reasonably request (including consultation on a regular basis with respect to litigation matters); provided, however, that either party may restrict the foregoing access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) the information is subject to confidentiality obligations to a third party or (iii) the information is of the type described in Section 5.2 of the Company Disclosure Schedule. Any such information obtained pursuant to this Section 5.2 will be considered "Information" pursuant to the Confidentiality Agreement, the terms of which are incorporated herein and made a part of this Agreement. Any investigation by Parent or the Company shall not affect the representation and warranties of the Company and Parent, as the case may be.
Access to Information/Employees. Upon reasonable notice, each party shall afford to the officers, employees, accountants, counsel, financial advisors and other authorized representatives of the other party reasonable access during normal business hours, during the period prior to the Effective Time, to its properties, books, contracts, commitments, records, officers and employees and, during such period, such party shall furnish promptly to the other party (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under applicable law), and (b) all other information concerning it and its business, properties and personnel as such other party may reasonably request (including consultation on a regular basis with such parties, agents, advisors, attorneys and representatives with respect to litigation matters); PROVIDED, HOWEVER, that either party may restrict the foregoing access to the extent that, in the reasonable judgment of such party, the information is subject to confidentiality obligations to a third party.
Access to Information/Employees. From and after the Effective Time, Shareholder Representative shall have reasonable access to information about Network, Surviving Corporation and Parent and the reasonable assistance of Network’s, Surviving Corporation’s and Parent’s officers and employees for purposes of performing its duties and exercising its rights under this Agreement, the Escrow Agreement and the Ancillary Agreements, provided that the Shareholder Representative shall on or prior to the Closing, execute and deliver one or more confidentiality agreements with such parties with respect to such information (such agreement to be reasonably acceptable to the parties thereto); provided; that (i) Shareholder Representative may disclose such nonpublic information to individuals and experts engaged pursuant to Section 2.04(g) above who agree to treat such information confidentially and (ii) following the Closing Date, Shareholder Representative may publish a tombstone advertisement in its marketing materials listing the names of the parties and the closing month and year of the Merger.
Access to Information/Employees. (a) During the period prior to the Effective Time and upon reasonable notice, each of SPSS and NetGenesis shall afford to certain specified officers, employees, accountants, counsel, financial advisors and other representatives of the other party reasonable access during normal business hours to all its properties, books, material contracts, commitments, records, business relationships, officers and employees. Any such information obtained pursuant to this Section 5.2 (hereinafter referred to collectively as "Confidential Information") will be used solely for the purpose of consideration or performance of the transactions contemplated by this Agreement.
Access to Information/Employees. (a) From the date hereof until the Closing, upon reasonable notice, the Company shall and shall cause its Subsidiaries and the Company's and the Subsidiaries' officers, employees, auditors and agents to, (i) afford the officers, employees and authorized agents and representatives of Buyer reasonable access, during normal business hours, to the offices, personnel, properties, books and records of the Company and the Subsidiaries and (ii) furnish to the officers, employees and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the assets, properties, goodwill and business of the Company and the Subsidiaries as Buyer may from time to reasonably request; provided, however, that such investigation shall not unreasonably interfere with any of the business or operations of the Company or the Subsidiaries.
Access to Information/Employees. (a) Upon reasonable notice, UroCor shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of Dianon reasonable access during normal business hours, during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records, officers and employees and, during such period, UroCor shall (and shall cause its Subsidiaries to) furnish promptly to Dianon (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under applicable law), and (b) all other information concerning it and its business, properties and personnel as Dianon may reasonably request (including consultation on a regular basis with respect to litigation matters). Except as required by law and without limiting in any way the continued efficacy of the Confidentiality Agreement, any such information obtained pursuant to this Section 5.2(a) will be used solely for the purpose of consideration or performance of the transactions contemplated by this Agreement or any other agreement related hereto and will be kept confidential by Dianon and all Persons obtaining such information on Dianon's behalf or who obtain such information from Dianon. Any investigation by Dianon shall not affect the representation and warranties of UroCor. -45- 50
Access to Information/Employees. Upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of Parent reasonable access during normal business hours, during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records, officers and employees and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it during such period pursuant to the requirements of Federal or state securities laws, as applicable (other than documents which such party is not permitted to disclose under applicable law), and (b) all other information concerning it and its business, properties and personnel as Parent may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that (i) any law, treaty, rule or regulation of any Governmental Entity applicable to such party requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information or (ii) the information is subject to confidentiality obligations to a third party. Any such information obtained pursuant to this Section 5.2 will be subject to the use, confidentiality and other restrictions and obligations provided in the Confidentiality Agreement, dated February 20, 2001, between the Company and Parent.
Access to Information/Employees. The Company and the Sellers will cooperate with the Buyer and provide the Buyer and its agents, advisors and representatives, during normal business hours and upon reasonable notice, access to the Company's books and records, Real Property, personal property, Contracts, financial and technical information and other assets used by the Company in the conduct of each of its business and the opportunity to discuss the Company's business affairs and assets with the Company's officers, and furnish to the Buyer and its agents, advisors and representatives copies of such documents, records and information with respect to the Retained Assets, the Retained Liabilities and the affairs of the Company as the Buyer or any of its agents, advisors or representatives may reasonably request; provided, that in connection with any such access, discussion or the furnishing of such documents, records or information, the Buyer will not interfere unreasonably with the operation of the Company. The Buyer shall have the right, with the prior approval of the Company, which approval shall not be unreasonably withheld, to discuss with customers, suppliers and employees of the Company identified by the Buyer, matters relating to (i) the relationship between the Company and such customers, suppliers and employees and (ii) the Buyer's interest in and the terms and conditions for maintaining such relationship following the Closing.
