Access to Information Privilege Sample Clauses
The "Access to Information; Privilege" clause defines the parties' rights and limitations regarding the sharing and use of information during their relationship, while also addressing the protection of privileged communications. Typically, this clause outlines what information must be made available to the other party, such as documents or data relevant to the agreement, and specifies exceptions for materials protected by legal privilege, like attorney-client communications. Its core function is to balance transparency and cooperation with the need to safeguard sensitive or legally protected information, thereby preventing inadvertent waiver of privilege and ensuring both parties have access to necessary, but not protected, information.
Access to Information Privilege. (a) Prior to the Closing, Seller shall cause the Company and the Company Subsidiaries to (x) give Purchaser and its employees, agents and representatives (including any banks or investment banks working with Purchaser), upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and facilities and properties of the Business (except that Purchaser shall not conduct any environmental sampling or analysis of the sort customarily referred to as a Phase II Environmental Assessment without the advance written consent of Seller, which may be withheld in Seller’s sole discretion, and without executing a customary access and indemnity agreement in respect thereto), (y) permit Purchaser to make such copies and inspections thereof as reasonably requested, and (z) instruct the employees, counsel and financial advisors of Seller, the Company and the Company Subsidiaries to reasonably cooperate with Purchaser in its investigation of the Business; provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller, the Company, the Company Subsidiaries and their respective Affiliates. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries (including the Company and the Company Subsidiaries) shall have any obligation to make available to Purchaser or its employees, agents or representatives, or provide Purchaser or its employees, agents or representatives with, (a) any consolidated, combined, affiliated or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, or any other information related to Taxes except to the extent such Tax information relates exclusively to the Company or the Company Subsidiaries or (b) any information if making such information available would (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or any of its Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waiv...
Access to Information Privilege