Common use of Access to Information; Notification of Certain Matters Clause in Contracts

Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time or the termination of this Agreement and subject to applicable law, DHT and Cerner shall (i) afford each other and their counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their offices, properties, books, records, contracts, commitments, officers and employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects, (ii) consistent with its legal obligations, furnish or make available to each other and their counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such other party may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of such other party in their investigation. Any investigation pursuant to this Section 7.4 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. Except as otherwise agreed to in writing by a party, unless and until the Effective Time, each party will be bound by, and all information received with respect to the other party pursuant to Section 7.4 and otherwise shall be subject to, the terms of that certain confidentiality agreement entered into with DHT, dated May 21, 2001 (the "Confidentiality Agreement"). In the event that this Agreement is terminated and the Merger is not consummated, the parties to this Agreement affirm their understanding that the terms of the Confidentiality Agreement will survive such termination and will continue in full force and effect. No information or knowledge obtained in any investigation pursuant to this Section 7.4 shall affect or be deemed to modify any representation or warranty made by any party hereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dynamic Healthcare Technologies Inc), Agreement and Plan of Merger (Maxwell Bret R)

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Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time Closing or the termination of this Agreement and subject to applicable lawLaw, DHT and Cerner Exegy shall (i) afford each other PICO and their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their Exegy’s offices, properties, books, records, contracts, commitments, officers and employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects, (ii) consistent with its legal obligations, furnish or make available to each other PICO and their its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such other party may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of such other party PICO in their its investigation. Any investigation pursuant to this Section 7.4 7.5(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other partyExegy. Except as otherwise agreed to in writing by a partyExegy, unless and until the Effective TimeClosing, each party will PICO agrees to be bound by, and all information received with respect to the other party Exegy pursuant to this Section 7.4 7.5(a) and otherwise shall be subject to, the terms of that certain confidentiality agreement entered into with DHTby and between Exegy and HyperFeed, dated May 21December 19, 2001 2005 (the "Confidentiality Agreement"), as if PICO had been a party thereto. In PICO affirms its understanding that, in the event that this Agreement is terminated and the Merger is not consummatedprior to Closing, the parties to this Agreement affirm their understanding that the terms of the Confidentiality Agreement will survive such termination and will continue in full force and effect. No information or knowledge Knowledge obtained by PICO in any investigation pursuant to this Section 7.4 7.5(a) shall affect or be deemed to modify any representation or warranty made by any party Exegy hereunder.

Appears in 2 contracts

Samples: Contribution Agreement (Pico Holdings Inc /New), Contribution Agreement (Hyperfeed Technologies Inc)

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Access to Information; Notification of Certain Matters. (a) From the date hereof until the Effective Time Closing or the termination of this Agreement and subject to applicable lawLaw, DHT and Cerner Exegy shall (i) afford each other HyperFeed and their its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to their Exegy’s offices, properties, books, records, contracts, commitments, officers and employees and all other information concerning it and its business, properties, assets, condition (financial or otherwise) or prospects, (ii) consistent with its legal obligations, furnish or make available to each other HyperFeed and their its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such other party may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the reasonable requests of such other party HyperFeed in their its investigation. Any investigation pursuant to this Section 7.4 6.6(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other partyExegy. Except as otherwise agreed to in writing by a partyExegy, unless and until the Effective TimeClosing, each party HyperFeed will be bound by, and all information received with respect to the other party Exegy pursuant to this Section 7.4 6.6(a) and otherwise shall be subject to, the terms of that certain confidentiality agreement entered into with DHTby and between Exegy and HyperFeed, dated May 21December 19, 2001 2005 (the "Confidentiality Agreement"). In HyperFeed affirms its understanding that, in the event that this Agreement is terminated and the Merger is not consummatedprior to Closing, the parties to this Agreement affirm their understanding that the terms of the Confidentiality Agreement will survive such termination and will continue in full force and effect. No information or knowledge Knowledge obtained by HyperFeed in any investigation pursuant to this Section 7.4 6.6(a) shall affect or be deemed to modify any representation or warranty made by any party Exegy hereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hyperfeed Technologies Inc)

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