Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable Law, the Company shall (i) give to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives reasonable access to its offices, properties, books and records; (ii) furnish or make available to Holding and Acquiror, their counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of Holding and Acquiror in their investigation. Any investigation pursuant to this Section shall be conducted in a manner which will not interfere unreasonably with the conduct of the business of the Company and its Subsidiaries and shall be in accordance with any other existing agreements or obligations binding on the Company or any of its Subsidiaries. Unless otherwise required by Law, each of Holding and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold any nonpublic information obtained in any investigation in confidence in accordance with and agrees to be bound by, the terms of the confidentiality letter, dated December 15, 2000, as amended as of the date hereof (the "Confidentiality Agreement"), among the Company and the members of the Buying Group. No investigations pursuant to this Section 8.4(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto.
(b) The Company shall give prompt notice to Holding and Acquiror, and Holding and Acquiror shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to be untrue or inaccurate in any material respect; (ii) any failure of the Company or Holding and Acquiror, as the case may be, to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would reasonably be expected to cause the failure by such party to materially comply with or satisfy , any covenant, condition or agreement to be complied with or satisfied by it hereunder; (iii)...
Access to Information; Notification of Certain Matters. (a) Subject to applicable law, the Seller shall (i) give to the Buyer or its counsel reasonable access to the books and records of Moxian IP, and (ii) furnish or make available to the Buyer and its counsel such financial and operating data and other information about Moxian IP as such persons may reasonably request.
(b) Each party hereto shall give notice to each other party hereto, as promptly as practicable after the event giving rise to the requirement of such notice, of:
(i) any communication received by such party from, or given by such party to, any Governmental Authority in connection with any of the transactions contemplated hereby;
(ii) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; and
(iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its affiliates that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8(b) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Access to Information; Notification of Certain Matters. From the ------------------------------------------------------ date hereof until the Effective Time and subject to applicable law, the Company and Acquiror shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to its personnel, offices, properties, books and records, (ii) furnish or make available to the other party (and to any third party who has entered into a confidentiality agreement with Acquiror, which agreement acknowledges that the Company is a beneficiary thereunder and a copy is delivered to each party hereto), its counsel, financial advisors, auditors and other authorized representatives any financial and operating data and other information as those Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of the other party in its investigation. Any investigation pursuant to this Section shall be conducted in a manner, which will not interfere unreasonably with the conduct of the business of the other party. Unless otherwise required by law, each of the Company and Acquiror will hold, and will cause its respective officers, employees, counsel, financial advisors, auditors and other authorized representatives to hold, any nonpublic information obtained in any investigation in confidence in accordance with Section 8.6.
Access to Information; Notification of Certain Matters. From the date of the execution of this Combination Agreement until the date of Completion of the Contribution in Kind, and subject to applicable Law, Gemplus and Axalto shall each provide copies of books and records, financial and operating data and other information of such Party to employees, directors or other persons acting as representatives of the other Party, including advisors (hereinafter, collectively, the "REPRESENTATIVES"), who need to have access to such documents and information for the purpose of continuing the Parties' due diligence investigation and confirming the continued accuracy of their representations and warranties; provided, that it is understood that the exchange of such documents and information shall be subject to the provisions of the Confidentiality Agreement and of the Side Letter Confidentiality Agreement; and provided further, that competitively sensitive information of either Party shall be disclosed only to Representatives who need to have access thereto for the purpose of obtaining approvals, authorizations, clearances or exemptions under applicable Antitrust Laws.
Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable law, the Company and Fidelity shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party, (ii) furnish or make available to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of the other party in its investigation. Any investigation pursuant to this Section 8.4(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. All such information shall be governed by the terms of the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 8.4(a) shall affect or be deemed to modify any representation or warranty made by any party hereunder.
(b) Each party hereto shall give notice to each other party hereto, as promptly as practicable after the event giving rise to the requirement of such notice, of:
(i) any communication received by such party from, or given by such party to, any Governmental Entity in connection with any of the transactions contemplated hereby;
(ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and
(iii) any actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries that, if pending on the date of this Agreement, would have been required to have been disclosed, or that relate to the consummation of the transactions contemplated by this Agreement; provided, however, that the delivery of any notice pursuant to this Section 8.4(b) shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.
Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time and subject to applicable law, MindSpring and EarthLink shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of such party, (ii) furnish or make available to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the
Access to Information; Notification of Certain Matters. (a) Subject to compliance with applicable Legal Requirements, the Company shall afford Parent and its Representatives reasonable access during normal business hours during the period prior to the Closing to (i) all of the properties, Books and Records, Contracts, commitments, patent application files and personnel of the Company and the Company Subsidiaries and (ii) all other information concerning the business of the Company and the Company Subsidiaries, their respective properties and personnel as Parent may reasonably request; provided that such access shall not disrupt the normal business operations of the Company or the Company Subsidiaries and provided, further, that pricing information and other sensitive commercial information shall be provided only subject to the mutually agreed upon “clean room” procedures.
(b) Subject to compliance with applicable Legal Requirements, from the date hereof until Closing, the Company shall inform on a regular and frequent basis one or more Representatives of Parent to report material operational matters and the general status of ongoing operations.
(c) No information or Knowledge obtained in any investigation pursuant to this Section 5.1 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 transactions contemplated hereby.
Access to Information; Notification of Certain Matters. For purposes of furthering the Merger but subject to Section 6.5(b), NIC shall afford to Tyler, and to Tyler’s Representatives, upon NIC’s approval (which approval will not be unreasonably withheld, conditioned, or delayed) of a reasonable request by Tyler to be provided reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to NIC’s properties, books and records, financial and operating data, other information, and to those officers of NIC to whom Tyler reasonably requests access; provided, however, that any such access shall be conducted during normal business hours under the supervision of NIC’s personnel and in such a manner as not to interfere with the normal operations of NIC; and provided, further, that the foregoing shall not permit any Tyler Entity or any such Representatives to conduct any environmental testing or sampling. Without limiting the other provisions of this Section 6.5, the Tyler Entities will use reasonable best efforts to minimize any disruption to the business of NIC that may result from the requests for access, data, or information hereunder.
Access to Information; Notification of Certain Matters. (a) From the date hereof until the Closing Date and subject to applicable Law, Seller shall (i) give Purchaser and its Representatives access during normal business hours to Seller’s offices, properties, books and records; (ii) furnish or make available to Purchaser and its Representatives any financial and operating data and other information as those Persons may reasonably request; and (iii) instruct its Representatives to cooperate with the reasonable requests of Purchaser in its investigation. Any investigation pursuant to this Section 7.8(a) shall be conducted in a manner that will not interfere unreasonably with the conduct of the business of Seller and shall be in accordance with any other existing agreements or obligations binding on Seller. No investigations pursuant to this Section 7.8(a) shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties hereto. Not later than 30 days following the close of each calendar month (commencing with August 2006) through the Closing Date, Seller will deliver to Purchaser unaudited monthly financial statements of Seller for such calendar month, which financial statements shall be prepared in accordance with GAAP consistently applied throughout the periods involved and fairly present the financial position of Seller as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (except for normal year-end adjustments and the absence of footnotes). To the extent Seller’s outstanding obligations under the Credit Agreement exceed $10,000,000, then Seller shall, for so long as such obligations exceed $10,000,000, deliver to Purchaser weekly reports of its outstanding obligations under the Credit Agreement, the form of which shall be reasonably acceptable to Purchaser.
(b) Seller shall give prompt notice to Purchaser, and Purchaser shall give prompt notice to Seller, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would reasonably be expected to cause any representation or warranty of such party contained in this Agreement to no longer be true and correct in all material respects (excluding for such purpose any materiality qualification contained in such representation or warranty); (ii) any failure of Seller or Purchaser to materially comply with or satisfy, or the occurrence or nonoccurrence of any event, the occurrence or nonoccurrence of which would r...
Access to Information; Notification of Certain Matters. From the date hereof through the Final Closing, Buyer and its employees, advisors, attorneys, accountants and other representatives ("Representatives") --------------- and Buyer's lenders and financial sources shall have reasonable access during normal business hours to all properties, Books and Records, Contracts, Permits and other documents of or relating to each Seller relating to the Business in order to make such investigation as they shall deem desirable. Each Seller shall furnish or cause to be furnished to Buyer and its Representatives all data, information and reports concerning the Business and such Seller's properties, including without limitation, access to officers and employees as may reasonably be requested. No such investigation performed or information received by Buyer or any Representative shall affect in any way the liability of Seller for the breach of any representation, warranty, covenant or agreement contained herein or in any Ancillary Agreement.
