Access to Information Prior to the Closing; Confidentiality. (a) Subject to applicable Law, during the period from the date of this Agreement through the Closing, Seller shall, and shall cause the Nordic Companies to, give Buyer and its Representatives reasonable access during regular business hours to all offices, personnel, properties, facilities and Records of the Nordic Companies as they may reasonably request, and shall furnish or cause to be furnished to Buyer such financial and operating data and other information as exists with respect to the offices, personnel, properties, facilities and Records of the Nordic Companies as Buyer may from time to time reasonably request; provided, however, that Buyer and its Representatives shall take such action in such a way as to avoid unreasonably disrupting the normal business of Seller, its Affiliates and the Nordic Companies. The parties shall cooperate to adopt such protocols as are reasonably necessary to comply with applicable Law in order to provide for the protection of any competitively sensitive information that may be shared by the parties pursuant to this Agreement.
(b) Each of Buyer, Splitco and CCE shall hold and shall cause their respective Representatives to hold any information which it or they receive in connection with the activities and Transactions in strict confidence in accordance with and subject to the terms of the confidentiality agreement, dated as of November 13, 2008, between CCE and TCCC (the “Confidentiality Agreement”), which shall survive the execution and delivery of this Agreement and any termination of this Agreement pursuant to Article VIII hereof; provided, that this Section 6.2(b) shall terminate and have no further force or effect following the Closing.
(c) From and after the date of this Agreement, subject to Section 6.7, Seller and TCCC shall hold, and shall cause their respective Subsidiaries, Affiliates and Representatives to hold, any information relating to the Nordic Companies and the Nordic Business (the “Nordic Business Confidential Information”) and the Transactions (the “Transaction Information”) in strict confidence in accordance with the Confidentiality Agreement (in the case of Seller, as if it were a party thereto) and not disclose, use or release any such Nordic Business Confidential Information or Transaction Information without the prior written consent of Buyer; provided, that (i) the Nordic Business Confidential Information shall not include any information that is disclosed by Seller, TCCC, the Nordic Companies ...
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the date of this Agreement through the earlier of (i) the date on which all Purchased Assets are sold and transferred to Buyer and (ii) the termination of this Agreement, Seller shall promptly deliver to Buyer copies of all notices, correspondence, financial statements and other documents (including without limitation any notices of default or reservation of rights letters) received or delivered by Seller in respect of any Purchased Asset.
(b) Any information provided to or obtained by Buyer pursuant to paragraph (a) above shall constitute Seller Confidential Information and be treated in accordance with Section 12.1(a).
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the date of this Agreement through the earlier of the Closing Date and the termination of this Agreement in accordance with Section VIII, the Company and its Subsidiaries will give Buyer and its agents and authorized representatives (including prospective lenders) reasonable access to all offices, facilities, books and records, officers, employees and advisors (including audit and tax working papers prepared by its independent accountants, provided that Buyer will execute releases reasonably requested by the independent accountants if requested to do so) of the Company and its Subsidiaries as Buyer may reasonably request during normal business hours; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the business or operations of the Company.
(b) Any information provided to or obtained by Buyer pursuant to paragraph (a) above shall be subject to the Confidentiality Agreement dated February 3, 2011, between the Xxxxxx X. Xxxxx & Co. and Buyer (the “Confidentiality Agreement”), and shall be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and not soliciting employees of the Company or its Subsidiaries.
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the Effective Date through the Closing Date, the Members will cause the Companies to give FAAC and its authorized representatives reasonable access during regular business hours to all offices, facilities, books and records of the Companies as FAAC may reasonably request; provided, however, that (i) FAAC and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Members to schedule such access and visits through a designated officer(s) of the Companies and in such a way as to avoid disrupting the normal business of the Companies, (ii) the Companies shall not be required to take any action that would constitute a waiver of the attorney-client or other privilege and (iii) the Companies need not supply FAAC with any information that, in the reasonable judgment of the applicable Company is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information; provided, however, each of the Companies and the Members will use their respective reasonable efforts to enable FAAC to receive such information.
(b) FAAC will hold and will cause its employees, agents, affiliates, consultants, representatives and advisors to hold any information that it or they receive in connection with the activities and transactions contemplated by this Agreement in strict confidence in accordance with and subject to the terms of the Confidentiality Agreement dated as of January 16, 2006 between FAAC, the Members and the Companies (the “Confidentiality Agreement”).
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the Agreement Date through the Closing Date, the Stockholders’ Representative will cause NSS to give ATS and its authorized representatives reasonable access during regular business hours to all offices, facilities, books and records of NSS as ATS may reasonably request; provided, however, that (i) ATS and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Stockholders’ Representative and NSS to schedule such access and visits through a designated officer of NSS and in such a way as to avoid disrupting the normal business of NSS, (ii) NSS shall not be required to take any action that would constitute a waiver of the attorney-client or other privilege and (iii) NSS need not supply ATS with any information that, in the reasonable judgment of the Stockholders’ Representative or NSS, is under a contractual or legal obligation not to supply, including, without limitation, as a result of any governmental or defense industrial security clearance requirement or program requirements of any Governmental Authority prohibiting certain persons from sharing information; provided, however, the Stockholders’ Representative will use his reasonable efforts to enable ATS to receive such information.
(b) ATS will require its employees, agents, affiliates, consultants, representatives and advisors to hold any information that it or they receive, observe or otherwise come into the possession of in connection with the activities and transactions contemplated by this Agreement in strict confidence in accordance with and subject to the terms of that certain confidentiality letter agreement dated as of May 29, 2007, as amended, between ATS and NSS (the “Confidentiality Agreement”).
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the date of this Agreement through the Closing Date, the Company and the Subsidiaries shall give Buyer and its agents and authorized representatives (including prospective lenders and insurers and underwriters in respect of the Representation and Warranty Insurance Policy) reasonable access to all offices, facilities, properties, Contracts, books and records, officers, employees and advisors (including audit and tax working papers prepared by its independent accountants, provided that Buyer will execute a release reasonably requested by the independent accountants if requested to do so) of the Company and the Subsidiaries as Buyer may reasonably request during normal business hours.
(b) Any information provided to or obtained by Buyer pursuant to paragraph (a) above shall be “Confidential Information” as defined in the Confidentiality Agreement dated as of June 9, 2015 between Seller and Buyer (the “Confidentiality Agreement”), and shall be held by Buyer in accordance with, and be subject to the terms of, the Confidentiality Agreement. The terms of the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate. In the event of the termination of this Agreement for any reason, Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Confidential Information and the non-soliciting of employees of the Company and the Subsidiaries.
(c) For a period of three (3) years from the Closing Date (and, in the case of books and records of the Company or any Subsidiary provided or otherwise made available to Seller or any of its Affiliates following the Closing Date pursuant to any provision of this Agreement, a period of three (3) years following the date such books and records are provided or otherwise made available), Seller shall, and shall cause each Affiliate of Seller to, (i) treat all information relating to the Company and the Subsidiaries as confidential, preserve the confidentiality thereof, and not use or disclose to any Person such information (except as expressly permitted by this Agreement) and (ii) cause its directors, officers, employees, representatives or other agents who have had access to such information to keep it confidential and not to use or disclose to any Person any such information (except as expressly permitted by this Agreement), unless such information (A) is or be...
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the date of this Agreement through the Closing Date, the Seller will use its commercially reasonable efforts to cause the Company to (i) give the Purchaser and its agents and authorized representatives full and complete access to all offices, facilities, books and records, officers, management, employees and advisors (including audit and Tax working papers prepared by its independent accountants, provided that the Purchaser will execute releases reasonably requested by the independent accountants if requested to do so) of the Company as the Purchaser may reasonably request during normal business hours, (ii) permit the Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) cause the officers of the Company to furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Company as is regularly prepared in the Ordinary Course of Business that the Purchaser may from time to time reasonably request. Any information provided to or obtained by the Purchaser pursuant to Section 6.2(a) shall be deemed to be “Evaluation Material” as defined in the Confidentiality Agreement, and it shall be held by the Purchaser in accordance with and be subject to the terms of the Confidentiality Agreement, provided that the obligations imposed on the Purchaser by the Confidentiality Agreement with respect to the information deemed to be Evaluation Material shall terminate upon Closing, except as set forth in Section 10.16. In the event of the termination of this Agreement for any reason, the Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material.
(b) After the Closing Date, unless the Purchaser otherwise agrees in writing, the Seller shall keep confidential all non-public, confidential or proprietary information pertaining to the Company and its operations prior to the Closing Date for a period of five (5) years after the Closing Date; provided, however, that the Seller shall not be obligated to keep confidential any information that (i) is public or becomes generally available to the public other than as a result of a disclosure by the Seller, (ii) was or becomes available to the Seller after the Closing Date on a non-confidential basis from a source other than the Purchaser or its Affiliates (provide...
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the date of this Agreement through the Closing Date, Seller and the Company shall (and the Company shall cause each Subsidiary to) give Buyer, its lenders and their respective representatives reasonable access during regular business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article X hereof) to all plants, offices, warehouses, facilities, employees and books and records of the Company and the Subsidiaries as they may reasonably request; provided, however, (i) that Buyer, its lenders and their respective representatives shall schedule such access and visits through a designated officer of the Company and in such a way as to avoid disrupting the normal business of the Company and the Subsidiaries, (ii) the Company shall not be required to take any action which would, in the Company's judgment, constitute a waiver of the attorney-client or other privilege, and (iii) the Company need not supply any information which the Company or any Subsidiary is under a contractual or legal obligation not to supply; provided, that the Company and such Subsidiary shall first use reasonable best efforts to obtain a waiver of any such contractual obligation.
(b) Buyer will hold and will cause its employees, agents, affiliates, consultants, lenders, representatives and advisors to hold any information which it or they receive in connection with the activities and transactions contemplated by this Agreement in strict confidence in accordance with and subject to the terms of the Confidentiality Agreement dated as of January 12, 2007 and supplemented on June 19, 2007 among Buyer, Seller and the Company (the "Confidentiality Agreement").
Access to Information Prior to the Closing; Confidentiality. (a) During the period from the date of this Agreement through the Closing Date, the Company will give Buyer and its agents and authorized representatives (including prospective lenders) full and complete access to all offices, facilities, books and records, officers, employees and advisors (including audit and tax working papers prepared by its independent accountants, provided that Buyer will execute releases reasonably requested by the independent accountants if requested to do so) of the Company and the Subsidiaries relating to the Business as Buyer may reasonably request during normal business hours; provided, however, that the Buyer must first obtain the verbal consent of a duly authorized officer of the Company prior to contacting any employee of the Company or the Subsidiaries.
(b) Until the Closing, Buyer will hold and will cause its employees, agents, affiliates, consultants, representatives and advisors to hold any information which it or they receive in connection with the activities and transactions contemplated by this Agreement in strict confidence in accordance with and subject to the terms of the Confidentiality and Non-Disclosure Agreement dated as of August 4, 2000 between American Securities Capital Partners, L.P. ("ASCP") (an affiliate of the Buyer) and the Company and the Confidentiality and Non-Disclosure Agreement dated as of March 9, 2000 between Buyer and the Company (collectively, the "Confidentiality Agreements") to the same extent as though each were a party to the Confidentiality Agreements.
Access to Information Prior to the Closing; Confidentiality. During the period from the date of this Agreement through the earlier of the Closing Date and the termination of this Agreement in accordance with Article VIII, the Company will give Buyer and its agents and authorized representatives (including prospective lenders and insurers) reasonable access to all offices, facilities, books and records, officers and advisors (including audit and tax working papers prepared by its independent accountants, provided that Buyer will execute releases reasonably requested by the independent accountants if requested to do so) of the Company as Buyer may reasonably request during normal business hours; provided, however, that (i) any such access shall be conducted in a manner not to unreasonably interfere with the business or operations of the Company and (ii) the Company and shall not be required to afford such access or other information if such disclosure would reasonably be expected to result in the loss of attorney-client privilege, or would contravene any Applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof.
