Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (Martin Marietta Materials Inc)
Access to Information. Prior Subject to the earlier Confidentiality Agreement and applicable Law relating to the sharing of the termination of this Agreement in accordance with its terms and information, prior to the Closing Date, subject upon reasonable notice to the terms of the Confidentiality AgreementCompany, Buyer Parent shall be entitled entitled, through its officers, employees, accountants, counsel and other representatives, to make such investigation of the properties, businesses and operations of Panadero Corp the Company and its Subsidiaries and such examination of the books books, records, Contracts and records commitments of Panadero Corp the Company and its Subsidiaries as it reasonably requests, including making including, without limitation, except as prohibited by applicable privacy law, access to all information concerning the business, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request, including, without limitation, all information reasonably available regarding the compensation and benefits of all employees of, or service providers to, the Company or any of its Subsidiaries and any employment, consulting or similar Contracts, access to Buyer (a) internal financial statements, financial data and supporting documentation, and access to all material written information in employees of the Company and its possession related Subsidiaries as identified by Parent and, at Parent’s cost and expense, and Parent shall be entitled to drilling, subsurface exploration make extracts and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects copies of any mineral reserves on such books, records, Contracts, commitments or other information (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the Owned Real Property business or operations of the Company and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries). Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, circumstances and shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompaniesLaw. Panadero Corp The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer Parent and Buyer’s its representatives in connection with such investigation and examination, examination and Buyer Parent and its representatives shall cooperate with Panadero Corp, the Company and its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the businessbusiness in connection with any such investigation and examination. In additionNotwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Lawprivilege; provided that the Companies Company shall use commercially have used reasonable best efforts to provide the such information sought in such investigation or examination in a form or manner that does would not waive such legal privilege (including by offering Parent the opportunity to enter into reasonable joint defense arrangements and, if Parent declines, redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawprivilege). Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the CompaniesCompany (who shall be identified in writing to Parent as the representative contemplated by this Section 7.1 and whose consent shall not be unreasonably conditioned, which may be withheld in the Companies’ sole discretiondelayed or withheld), Buyer (i) Parent shall not contact any employees of, suppliers to, or customers or employees (other than senior management) of, or financing sources to, Panadero Corp the Company or any of its Subsidiaries in connection with respect of the Companies Company, its Subsidiaries, this Agreement or the Transaction transactions contemplated hereby and (ii) Parent shall have no right to conduct perform invasive or subsurface investigations of the properties or facilities of the Company or any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or of its Subsidiaries. Nothing contained in this Agreement Parent shall be construed and shall cause Parent’s Affiliates and representatives to give to Buyerkeep confidential any non-public information received from the Company, its Affiliates or its representatives, directly or indirectly, rights pursuant to control this Section 7.1 in accordance with the Confidentiality Agreement. No information or direct Panadero Corp’s knowledge obtained in any investigation pursuant to this Section 7.1 or its Subsidiaries’ operations prior otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the Closing. Prior obligations of the parties to consummate the Closing, Panadero Corp shall exercise, consistent Merger in accordance with the terms and conditions provisions hereof or otherwise prejudice in any way the rights and remedies of Parent, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Interline Brands, Inc./De)
Access to Information. Prior From the date hereof until the Effective Time, the Company shall (a) provide Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the earlier properties, offices and books and records of the termination Company and its Subsidiaries and such financial and operating data and other information as such Persons may reasonably request and (b) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Agreement Section 6.03 shall comply with applicable Law and be conducted during business hours and in accordance such manner so as not to interfere unreasonably with the conduct of the business of the Company and its terms Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Nothing in this Section 6.03 shall require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third Persons or violate any of the Company’s obligations with respect to confidentiality, (ii) to disclose any privileged information of the Company or any of its Subsidiaries, (iii) to disclose any information the disclosure of which could, in the reasonable judgment of the Company, cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated or (iv) to permit invasive testing of any of the Company’s or its Subsidiaries’ real property. In no event shall the Company be required to supply pursuant to this Section 6.03 to Parent, or Parent’s representatives, any information relating to indications of interest from, or discussions with, any other potential acquirers of the Company, with respect to which Section 6.04 shall apply. All requests for access to the offices or books and records of the Closing DateCompany or its Subsidiaries shall be made to such representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. All information disclosed by the Company to Parent and its representatives pursuant hereto shall be subject to the terms of the Confidentiality Agreement (the “Confidentiality Agreement”) dated November 13, Buyer shall be entitled to make such investigation 2007 between the Company and Roche Holding Ltd, a joint stock company organized under the laws of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer Switzerland (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations“Holding”).
Appears in 2 contracts
Samples: Merger Agreement (Roche Holding LTD), Merger Agreement (Ventana Medical Systems Inc)
Access to Information. Prior to From the date of this Agreement until the earlier of Effective Time and the termination of date this Agreement is properly terminated in accordance with its terms Article VIII, the Company will, and the Closing Date, subject to the terms will cause each of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination its and their affiliates, and each of their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors and representatives (collectively, the “Company Representatives”) to, give Merger Sub and Parent and their respective officers, directors, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and financing sources (collectively, the “Parent Representatives”) access, upon reasonable notice and during normal business hours, to the offices and other facilities and to the books and records and personnel of Panadero Corp the Company and each of its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in and will cause its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Subsidiaries and the Leased Real Property Company Representatives to furnish Parent, Merger Sub and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any the Parent Representatives with such investigation financial and examination shall be conducted during regular operating data and such other information with respect to the business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp Company and its Subsidiaries subsidiaries as Parent, Merger Sub or the Parent Representatives may from time to time reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to request. Neither the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or Company nor any of its Subsidiaries shall be required to disclose provide access to, or disclose, information subject to the extent such access or disclosure would jeopardize or violate any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided being agreed that the Companies parties shall use commercially their reasonable best efforts to provide the cause such information sought in such investigation or examination to be provided in a manner that does would not jeopardize result in such attorney-client privilege jeopardy or give rise to such legal issues, violate such protective order contravention). The Company makes no representation or otherwise contravene applicable Law. Notwithstanding anything warranty as to the contrary contained hereinaccuracy of any information provided pursuant to this Section 6.5, prior to and neither Merger Sub nor Parent may rely on the Closingaccuracy of any such information, without the prior written consent of the Companies, which may be withheld in each case other than as expressly set forth in the Companies’ sole discretionCompany’s representations and warranties contained in Article IV. The information provided pursuant to this Section 6.5 will be used solely for the purpose of effecting the Transactions and each of Parent and Merger Sub will, Buyer (i) shall not contact any employees of, suppliers and will cause the Parent Representatives to, customers of, or financing sources to, Panadero Corp or treat any of its Subsidiaries such information in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent accordance with the terms and conditions of this that certain Mutual Nondisclosure Agreement dated November 7, 2011 between the Company and Parent (the “Confidentiality Agreement”) and those certain Letter Agreements, complete control dated December 22, 2011, December 23, 2011, December 27, 2011 and supervision of its December 30, 2011, between the Company and its Subsidiaries’ operationsParent (collectively, the “Diligence Agreements”).
Appears in 2 contracts
Samples: Merger Agreement (Convio, Inc.), Merger Agreement (Blackbaud Inc)
Access to Information. Prior to From the earlier of the termination date of this Agreement in accordance with until the Effective Time, upon reasonable advanced notice and during normal business hours, the Company shall and shall cause each other Acquired Company to (i) give Parent and its terms and the Closing Date, subject Representatives reasonable access to the terms of the Confidentiality Agreementoffices, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp the Acquired Companies, (ii) furnish to Parent and its Subsidiaries Representatives such financial and operating data and other information relating to the Acquired Companies as it such Persons may reasonably requestsrequest and (iii) instruct the employees, including making available counsel and financial advisors of the Acquired Companies to Buyer (a) all material written information cooperate with Parent in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Acquired Companies. Panadero Corp shall cause ; provided, however, that the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries Company may restrict or otherwise prohibit access to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation documents or examination shall be permitted information to the extent that (xa) it would require Panadero Corp any Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) access to such documents or information would, in the Company’s good faith opinion after consultation with outside legal counsel, result in the loss of attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information or (c) access to a Contract to which the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate is a protective order party or otherwise may bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract. In the event that any of the Company or its Subsidiaries does not be disclosed pursuant to applicable Law; provided that provide access or information in reliance on the Companies preceding sentence, it shall use its commercially reasonable efforts to provide communicate the applicable information sought in such investigation or examination to Parent in a manner way that does would not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene the applicable Law, Contract or obligation or waive such a privilege. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent The terms and conditions of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) Confidentiality Agreement shall not contact apply to any employees of, suppliers to, customers of, or financing sources to, Panadero Corp information obtained by Parent or any of its Subsidiaries financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Acquired Companies and any access to the property of any Acquired Company must comply with Company’s reasonable security and insurance requirements, may not unreasonably interfere with any Acquired Company’s use of the property. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Acquired Companies relating to individual performance or evaluation records, medical histories or other information which in the Company’s good-faith opinion is sensitive or the Transaction and (ii) shall have no right disclosure of which could subject the Company to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions risk of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsliability.
Appears in 2 contracts
Samples: Merger Agreement (Occam Networks Inc/De), Merger Agreement (Calix, Inc)
Access to Information. Prior The Company shall afford to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Parent and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, directors, employees, accountants, consultants, agents, accountantslegal counsel, attorneys and other representatives (collectively, the “Representatives”) reasonable access, at reasonable times upon reasonable prior notice, to the officers, Key Employees, properties, offices and other facilities of Panadero Corp the Company and its Subsidiaries and to their books, records, contracts and documents and shall furnish reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer promptly to Parent and its representatives Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of Parent. Parent and its Representatives shall cooperate conduct any such activities in such a manner as not to interfere unreasonably with Panadero Corp, the business or operations of the Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their respective representatives and normal duties. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall use their reasonable efforts not be required to, or to minimize cause any disruption of its Subsidiaries to, grant access or furnish information to the business. In addition, no such investigation Parent or examination shall be permitted any of its Representatives to the extent that (x) it would require Panadero Corp such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by law. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company or any of its Subsidiaries relating to disclose individual performance or evaluation records, medical histories or other information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that extent the Companies shall use commercially reasonable efforts to provide the disclosure of such information sought in such investigation or examination would result in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene violation of applicable Lawlaw. Notwithstanding anything the foregoing, Parent agrees that Parent is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any customer, supplier, distributor, joint-venture partner, lessor, lender or other material business relation of the contrary contained hereinCompany or any of its Subsidiaries regarding the Company or any of its Subsidiaries, prior to its business or the Closingtransactions contemplated by this Agreement, in each case, without the prior written consent of the CompaniesCompany (such consent not to be unreasonably withheld, which may be withheld in the Companies’ sole discretiondelayed or conditioned). Parent agrees that it will not, Buyer (i) shall and will cause its Representatives not contact any employees of, suppliers to, customers ofuse any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and reasonably related matters. The Confidentiality Agreement dated as of November 11, 2015 between Parent and the Company (the “Confidentiality Agreement”), shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or financing sources tohereunder and any other activities contemplated thereby. The Company acknowledges that, Panadero Corp or any of its Subsidiaries in connection with the Companies or Equity Financing, Parent shall be entitled to disclose, pursuant to the Transaction and (ii) shall have no right to conduct Exchange Act, any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing information contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior any presentation to the Closing. Prior Equity Financing Sources, which information may include Confidential Information; provided, however, that Parent provides the Company with a reasonable opportunity to review and provide comments to such presentation and the Company consents to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationscontents thereof.
Appears in 2 contracts
Samples: Merger Agreement (Nexeo Solutions Holdings, LLC), Merger Agreement (WL Ross Holding Corp.)
Access to Information. Prior Subject to the earlier Confidentiality Agreement and applicable Law relating to the sharing of the termination of this Agreement in accordance with its terms and information, prior to the Closing Date, subject upon reasonable notice to the terms of the Confidentiality AgreementCompany, Buyer Parent shall be entitled entitled, through its officers, employees and representatives, to make such investigation of the properties, businesses and operations of Panadero Corp the Company and its Subsidiaries and such examination of the books and records of Panadero Corp the Company and its Subsidiaries as it reasonably requestsrequests (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and its Subsidiaries) and, at Parent’s cost and expense, to make extracts and copies of such books and records, and the Company shall reasonably cooperate with any such investigation or examination (including making available to Buyer (a) all material written information in by granting Parent and its possession related to drillingofficers, subsurface exploration and testing for the purpose of determining the quantitydirectors, qualityemployees, geologyfinancial sources, mineralogy advisors, bankers and other aspects representatives reasonable access to the employees, facilities, books and records of any mineral reserves on the Owned Real Property Company and the Leased Real Property its Subsidiaries and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariesproviding such financial and other data as Parent may reasonably request). Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, circumstances and shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompaniesLaw. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer Parent and its representatives shall cooperate with Panadero Corp, the Company and its Subsidiaries and their respective representatives and shall use their reasonable best efforts to minimize any disruption to the businessbusiness in connection with any such investigation and examination. In additionNotwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for conflict with any confidentiality obligations to which the Companies reasonably concludes that it may give rise to antitrust Company or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawany of its Subsidiaries is bound. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of a representative of the CompaniesCompany (who shall be identified in writing to Parent as the representative contemplated by this Section 7.1), which may be withheld in the Companies’ sole discretion, Buyer (i) Parent shall not contact any known suppliers to, or customers or employees of, suppliers tothe Company or any of its Subsidiaries, except for any such suppliers, customers of, or financing sources to, Panadero Corp employees of the Company or any of its Subsidiaries that Parent or any of its Subsidiaries has contacted in connection the Ordinary Course of Business prior to the date hereof and solely with respect to matters unrelated to the Companies Merger or the Transaction this Agreement and (ii) Parent shall have no right to conduct perform invasive or subsurface investigations of the properties or facilities of the Company or any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or of its Subsidiaries. Nothing contained in this Agreement Parent shall be construed and shall cause Parent’s Affiliates and representatives to give to Buyerkeep confidential any non-public information received from the Company, its Affiliates or its representatives, directly or indirectly, rights pursuant to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent this Section 7.1 in accordance with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Merger Agreement (United Rentals North America Inc), Merger Agreement (BakerCorp International, Inc.)
Access to Information. Prior to From the earlier of the termination date of this Agreement in accordance with its terms until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.01, the Company shall, upon reasonable prior notice, give Parent and the Closing DateMerger Sub, subject their officers and employees and their authorized Representatives, reasonable access during normal business hours to the contracts, books, records, analyses, projections, financial and operating data, plans, systems, senior management, employees, other Representatives, offices and other facilities and properties of the Company as Parent or Merger Sub or their respective Representatives may from time to time reasonably request in writing. The terms of the Confidentiality Agreement, Buyer Agreement shall be entitled apply to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available any information provided to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned Parent or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed Merger Sub pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawthis Section 6.04. Notwithstanding anything to the contrary contained set forth herein, prior the Company shall not be required to provide access to, or to disclose information, where such access or disclosure would, as advised by outside counsel, (a) jeopardize the attorney-client privilege of the Company or (b) contravene any Laws or any applicable antitrust principles or contractual restriction; provided, that the Company shall in such event use commercially reasonable efforts to make reasonable alternative arrangements to permit such access or disclosure in a way that does not violate such obligations or applicable Laws or would not result in the loss of such legal protections, including entering into a joint defense agreement in customary form. Nothing in this Section 6.04 shall be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any appraisals or opinions. Any investigation conducted pursuant to the Closingaccess contemplated by this Section 6.04 shall be conducted in a manner that (i) does not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or any of its Subsidiaries of their normal duties or (ii) create a risk of damage or destruction to any property or assets of the Company or its Subsidiaries. Any access to the properties of the Company and its Subsidiaries (1) shall be subject to the Company’s reasonable safety and security measures and insurance requirements and (2) shall not include any testing, sampling, monitoring or analysis of soil, groundwater, building materials, indoor or ambient air, or other environmental media without the prior written consent of the CompaniesCompany, which may be withheld in at the Companies’ Company’s sole discretion, Buyer (i) shall not contact including if providing such access would reasonably be expected to jeopardize the health and safety of any employees of, suppliers to, customers of, or financing sources to, Panadero Corp employee of the Company or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Chuy's Holdings, Inc.)
Access to Information. Prior Upon reasonable notice, and at the reasonable request of Parent, the Company shall (and shall cause its Subsidiaries to) afford to the earlier Representatives of Parent, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties (other than for purposes of invasive testing), books, contracts, records and Representatives (other than any of the termination foregoing to the extent specifically related to the negotiation and execution of this Agreement or, except as expressly provided in accordance Section 5.4, to any Acquisition Proposal) in anticipation or furtherance of the consummation of the transactions contemplated hereby (including for integration planning); provided, that neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose such information where such access or disclosure would (a) violate or materially prejudice the rights of its tenants, operators or customers, jeopardize the attorney-client privilege of the institution in possession or control of such information, result in the disclosure of any valuations of the Company in connection with its terms and the Closing Datetransactions contemplated by this Agreement or any other strategic alternatives, subject (b) be for the purpose of disclosure of such information in any litigation or other legal proceeding between the Parties or (c) contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, further, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions in clauses (a) or (c) apply (including (x) using commercially reasonable efforts to obtain any required consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract or Law and (C) as necessary to address reasonable concerns regarding attorney-client or confidentiality or the rights of such tenants, operators or customers) and to provide such information as to the applicable matter as can be conveyed. No such investigation by Parent shall affect the representations and warranties of the Company. The terms of the Confidentiality AgreementAgreement shall apply to any information and access provided pursuant to this Section 5.2. Notwithstanding anything in this Section 5.2 to the contrary, Buyer shall be entitled (i) any physical access to make such investigation of the properties, businesses and operations offices, personnel or other information of Panadero Corp the Company and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall may be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted limited to the extent that (x) it would require Panadero Corp the Company in good faith determines, in light of COVID-19 or any COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided provided, that the Companies Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the information sought in such investigation or examination applicable matter as can be conveyed) in a manner that does not jeopardize without jeopardizing the health and safety of such attorney-client privilege employees or give rise violating such COVID-19 Measures) and (ii) nothing in this Section 5.2 shall be construed to such legal issuesrequire the Company, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right any of their Representatives to conduct prepare any Phase II environmental investigation relating to any real property owned by financial statements, projections, reports, analyses, appraisals or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsopinions that are not readily available.
Appears in 2 contracts
Samples: Merger Agreement (New Senior Investment Group Inc.), Merger Agreement (Ventas, Inc.)
Access to Information. Prior to the Closing or until this Agreement is earlier terminated, the Company shall afford to the officers, employees, agents and authorized representatives of Parent and Merger Sub and their respective Affiliates (including its and their independent public accountants, financial advisors and attorneys) (collectively, “Representatives”) reasonable access during normal business hours, upon reasonable advance written notice, to the offices, properties and business, tax, Benefit Plans and accounting records (including computer files, retrieval programs and similar documentation) of the termination Business and other records and documents relating to the Acquired Companies, and to discuss the affairs, finances and accounts or any of the Acquired Companies with the officers of the Company, to the extent Parent and Merger Sub and their respective Affiliates shall reasonably deem necessary in connection with the Transaction (including for purposes of post-closing integration) and shall furnish to Parent, Merger Sub and their respective Affiliates or their respective Representatives such additional information relating to the Acquired Companies and the Business as shall be reasonably requested; provided, however, that, Parent and Merger Sub and their respective Affiliates shall have no access to stand alone Tax Returns or portions of such Tax Returns, including work papers thereto, that include information related to entities other than the Acquired Companies in discharging its obligation pursuant to this Section 6.4, the Company shall not be required to disclose any information to Parent, Merger Sub or their respective Affiliates or their respective Representatives if such disclosure would be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any obligation of confidentiality to which the Company or its Affiliates are subject), provided, that, in accordance with its terms each case, the Company shall have used commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of (i) and (ii) would apply and provided, further, that Parent, Merger Sub and their respective Affiliates and their respective Representatives shall not conduct environmental sampling, testing or invasive investigations of any kind without the Closing Date, subject to the terms written permission of the Confidentiality AgreementCompany, Buyer shall which may be entitled to make withheld in the Company’s sole discretion. Each of Parent and Merger Sub agrees that such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such a manner as not to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys Acquired Companies 37 Agreement and other representatives Plan of Panadero Corp Merger and its Subsidiaries to reasonably cooperate in compliance with Buyer and Buyer’s representatives in connection with such investigation and examinationall Laws, and Buyer and its representatives shall cooperate with Panadero CorpParent, its Subsidiaries Merger Sub and their respective representatives Affiliates and their respective Representatives shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or not communicate with any of its Subsidiaries to disclose information subject to attorney-client privilege the employees, customers, distributors, or (y) legal counsel for suppliers of the Acquired Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the CompaniesGeneral Counsel, which may Assistant General Counsel or Vice President-Business Development of Affinia Group Inc., and any such permitted communications shall be withheld made in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any presence of its Subsidiaries in connection with a designated representative of the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsCompany.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Affinia Group Intermediate Holdings Inc.)
Access to Information. Prior to the earlier Effective Time, Parent shall be entitled, through its employees and representatives, to have such reasonable access to the assets, properties, records, business and operations of the termination of this Agreement Company as is reasonably necessary or appropriate in accordance connection with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such Parent’s investigation of the properties, businesses Company with respect to the transactions contemplated hereby and operations of Panadero Corp with respect to Parent’s integration planning and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariestransaction structuring. Any such investigation and examination shall be conducted at reasonable times during regular business hours upon reasonable advance notice and under reasonable circumstances, shall be subject circumstances so as to restrictions under applicable Law and shall not unreasonably interfere with the operations minimize disruption to or impairment of the CompaniesCompany’s business. Panadero Corp No investigation by Parent or the Company (whether conducted prior to or after the date of this Agreement) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or Parent contained in this Agreement. In order that Parent may have a reasonable opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and use its reasonable best efforts to cause the its officers, employees, consultants, agents, accountants, accountants and attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s such representatives in connection with such investigation and examinationinvestigation. Notwithstanding the foregoing, and Buyer and its representatives the Company shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their not be required to provide access to or disclose (a) any information or documents which would (in the reasonable efforts judgment of the Company) be reasonably likely to minimize any disruption to (i) constitute a waiver of the business. In addition, no such investigation attorney-client or examination shall be permitted to other privilege held by the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries subsidiaries, (ii) violate any applicable Laws or (iii) breach any agreement of the Company or any of its subsidiaries with any third party; provided, however, that each party shall use its reasonable best efforts to disclose information subject obtain any required consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege privilege) to permit such access or disclosure; or (yb) legal counsel for if the Companies reasonably concludes that it may give rise to antitrust Company or competition law issues any of its affiliates, on the one hand, and Parent or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that any of its affiliates, on the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination other hand, are adverse parties in a manner litigation, any information that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawis reasonably pertinent thereto. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) Parent shall not contact be entitled to undertake any employees of, suppliers to, customers of, environmental sampling or financing sources to, Panadero Corp or any of its Subsidiaries testing in connection with its investigation of the Companies Company’s (or the Transaction its subsidiaries’) properties, business and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiariesoperations. Nothing contained in this Agreement The information and documents so provided shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior subject to the Closing. Prior to terms of the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Merger Agreement (Hospira Inc), Merger Agreement (Pfizer Inc)
Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access (during regular business hours upon reasonable notice) to the earlier offices, properties, books and records of the termination Company and its Subsidiaries, (ii) furnish to Parent, 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 Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement in accordance or a similar agreement with its terms the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the Closing Dateextent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 6.04, Parent and Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any similar agreement entered into between the Company and any Person to whom the Company or any of is Representative provides information pursuant to this Section 6.04, and all information disclosed to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 6.04 shall be subject to the terms of the Confidentiality Agreement, Buyer . The confidentiality obligations set forth in the Confidentiality Agreement shall be entitled to make such investigation continue in full force and effect in accordance with its terms until the earlier of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination Effective Time or the expiration of the books and records of Panadero Corp and Confidentiality Agreement according to its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsterms.
Appears in 2 contracts
Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Arthrocare Corp)
Access to Information. Prior to the earlier Closing, each of the termination of this Agreement in accordance with its terms Seller and the Closing DateCompany shall, subject and shall cause the Transfer Group Companies to, permit Purchaser and its Representatives (including its legal advisors and accountants) to the terms of the Confidentiality Agreementhave reasonable access, Buyer shall be entitled during normal business hours and upon reasonable advance notice, to make such investigation of the properties, businesses books, records and operations of Panadero Corp and its Subsidiaries and such examination personnel of the books and records of Panadero Corp and its Subsidiaries as it reasonably requestsTransfer Group Companies; provided that in no event shall Seller, including making available the Company or any other Transfer Group Company be obligated to Buyer provide (ai) all material written access or information in its possession related violation of Applicable Law, (ii) except to drillingthe extent provided in the Bidding Procedures Order, subsurface exploration and testing for the purpose access to or information concerning bids, letters of determining the quantityintent, quality, geology, mineralogy and expressions of interest or other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives proposals received from third parties in connection with the transactions contemplated by this Agreement and information and analysis relating to such investigation communications or (iii) any information, if Seller receives advice of outside counsel to Seller and/or the Company in the relevant proceeding, that disclosure of such information would materially jeopardize any privilege available to Seller, any of the Transfer Group Companies or any of their respective Affiliates, relating to such information or would cause Seller, any of the Transfer Group Companies or any of their respective Affiliates to breach in any material respect a confidentiality obligation to which it is bound. Seller and examinationthe Company shall use their reasonable best efforts to mitigate the effects of the restrictions addressed in clause (iii) of the immediately preceding sentence upon Purchaser's ability to obtain information and shall take all such reasonable measures (including without limitation instructing their respective counsel in the relevant proceedings to consult with Purchaser's counsel, entering into one or more joint defense or common interest agreements with Purchaser and Buyer and seeking waivers of applicable confidentiality agreements) to permit the greatest possible disclosure of information to Purchaser and/or its representatives counsel consistent with preservation of privilege. In connection with such access, Purchaser's Representatives shall cooperate with Panadero Corp, its Subsidiaries Seller's and their respective representatives the Transfer Group Companies' Representatives and shall use their reasonable best efforts to minimize any disruption of the business of Seller and the Transfer Group Companies. Purchaser agrees to abide by the business. In addition, no terms of the Purchaser Confidentiality Agreement and any reasonable safety rules or rules of conduct imposed by the relevant Transfer Group Company or Seller with respect to such investigation access and any information furnished to it or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed Representatives pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsSection 6.1.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Enron Corp/Or/), Stock Purchase Agreement (Enron Corp/Or/)
Access to Information. Prior Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, investment bankers, accountants, consultants and debt financing sources and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not disruptive to the earlier operations of the termination business of this Agreement in accordance with the Company and its terms Subsidiaries, during normal business hours and upon reasonable notice throughout the Closing Date, subject period prior to the terms of the Confidentiality AgreementEffective Time, Buyer shall be entitled to make such investigation of the properties, businesses books and operations records of Panadero Corp the Company and its Subsidiaries and such examination to the officers and employees of the books Company and records its Subsidiaries, and during such period, shall (and shall cause each of Panadero Corp its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as it may reasonably requestsbe requested; provided, including making available to Buyer (a) all material written information in its possession related to drillinghowever, subsurface exploration and testing for that nothing herein shall require the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries to disclose any information subject to attorney-client privilege Parent or (y) legal counsel for Sub if such disclosure would, in the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent judgment of the CompaniesCompany, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact violate applicable Law or the provisions of any employees of, suppliers to, customers of, or financing sources to, Panadero Corp agreement to which the Company or any of its Subsidiaries in connection with is a party (provided, that at the Companies request of Parent, the Company shall use its commercially reasonable efforts to obtain the consent of any such party to such disclosure) or the Transaction and (ii) jeopardize any attorney-client or other legal privilege; provided further, however, that nothing herein shall have no right authorize Parent or its Representatives to conduct undertake any Phase II environmental investigation relating to investigations or sampling at any real property owned by of the properties owned, operated or leased to Panadero Corp and/or by the Company or its Subsidiaries. Nothing contained in Parent agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Agreement shall be construed to give to Buyer, directly Section 6.2 for any competitive or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior other purpose unrelated to the Closing. Prior to consummation of the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of transactions contemplated by this Agreement. The confidentiality agreement, complete control dated February 22, 2007 (the “Confidentiality Agreement”), between UBS Securities LLC, as representative of the Company, and supervision of Platinum Equity Advisors, LLC shall apply with respect to information furnished by the Company, its Subsidiaries and its Subsidiaries’ operationsthe Company’s officers, employees and other Representatives hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Ryerson Inc.), Merger Agreement (J.M. Tull Metals Company, Inc.)
Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law, upon reasonable notice during normal business hours the Company shall (i) give Parent, its counsel, lenders, underwriters, financial advisors, auditors and other authorized representatives reasonable access to the earlier of the termination of this Agreement in accordance with its terms and the Closing Dateoffices, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the assets, books and records of Panadero Corp the Company and its Subsidiaries as it reasonably requests(except that such access shall not include access for purposes of conducting soil, including making available groundwater, building or other intrusive testing without the Company’s prior written consent), (ii) furnish to Buyer (a) all material written information in Parent, its possession related to drillingcounsel, subsurface exploration and testing for the purpose of determining the quantitylenders, qualityunderwriters, geologyfinancial advisors, mineralogy auditors and other aspects of any mineral reserves on the Owned Real Property authorized representatives such financial and the Leased Real Property operating data and other information as such Persons may reasonably request and (biii) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation instruct the employees, counsel, lenders, financial advisors, auditors and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations other authorized representatives of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp Company and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives Parent in connection with such its investigation and examination, and Buyer of the Company and its representatives shall cooperate with Panadero CorpSubsidiaries; provided, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to that neither the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or Company nor any of its Subsidiaries shall be required to provide access or disclose information subject to where such access or disclosure would, in each case upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed its Subsidiaries. Any investigation pursuant to applicable Law; provided that the Companies this Section shall use commercially reasonable efforts to provide the information sought be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section shall affect or examination in a manner that does not jeopardize such attorney-client privilege be deemed to modify any representation or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawwarranty made by the Company hereunder. Notwithstanding anything to the contrary contained hereinforegoing, prior to the ClosingEffective Time, without in the prior written consent case of any information that in the reasonable, good faith judgment of the CompaniesCompany is competitively sensitive, which may such information shall be withheld provided to Parent pursuant to a “clean-room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. Until the Companies’ sole discretionEffective Time, Buyer (i) the information provided pursuant to this Section 7.02 shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries be kept confidential by the recipient thereof in connection accordance with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc)
Access to Information. Prior Upon reasonable prior notice and subject to applicable Law, from the earlier of date hereof until the termination of this Agreement Effective Time, the Company shall, and shall cause its Subsidiaries, and shall use its reasonable best efforts to cause its Representatives to, afford Parent and its officers, directors, employees and Representatives, following notice from Parent in accordance with this Section 5.4, reasonable access during normal business hours to officers, employees, agents, properties, offices and other facilities, books and records of each of the Company and its terms Subsidiaries, and the Closing Dateall other financial, subject operating and other data and information as shall be reasonably requested and, during such period shall furnish, and shall cause to be furnished, as promptly as reasonably practicable, a copy of each report, schedule and other document filed or received pursuant to the terms requirements of the Confidentiality Agreementfederal securities laws or a Governmental Authority, Buyer except, with respect to examination reports, as may be restricted by applicable Law. Notwithstanding the foregoing, the Company shall not be obligated to disclose any information that, in its sole discretion, (i) it is not legally permitted to disclose or the disclosure of which would contravene any applicable Law or Order or (ii) the disclosure of which would be reasonably likely to cause the loss or waiver of any attorney-client or other legal privilege or trade secret protection; provided, that the Company shall use its reasonable best efforts to implement reasonable measures to permit the disclosure of such information in a manner that removes the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or entry into a customary joint defense agreement with respect to any information to be so provided, if the Company determines, in its sole discretion, that doing so would reasonably permit the disclosure of such information without violating applicable Law or Order or jeopardizing such privilege. The Company shall be entitled to make have Representatives present at all times during any such investigation of the propertiesinspection, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available all inspections granted pursuant to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, this Section 5.4 shall be subject to restrictions under applicable Law the Company’s reasonable security measures and shall not unreasonably interfere with the operations of the Companiesinsurance requirements. Panadero Corp shall cause the officersNo investigation pursuant to this Section 5.4 or information provided, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries made available or delivered pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order this Section 5.4 or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation affect any representations or examination in a manner that does not jeopardize such attorney-client privilege warranties or give rise to such legal issues, violate such protective order conditions or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing rights contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Barnes & Noble Inc), Merger Agreement (Barnes & Noble Inc)
Access to Information. Prior The Company and WW shall afford Parent and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject Effective Time to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drillingproperties, subsurface exploration books, contracts, commitments, records and testing for auditors of the purpose of determining the quantityCompany, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property WW and the Leased Real Property Subsidiaries, and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation other information concerning the Business and examination shall be conducted during regular business hours the properties and under reasonable circumstancespersonnel of the Company, shall be WW and the Subsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under applicable Law the supervision of the Stockholder's, the Company's or WW's personnel and shall in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably interfere with the operations normal operation of the Companiesbusiness of the Company or WW. Panadero Corp Parent shall cause afford Stockholder, the officersCompany and WW, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives accountants, counsel and shall use their reasonable efforts to minimize any disruption other representatives, access during normal business hours during the period prior to the business. In addition, no such investigation or examination shall be permitted Effective Time to the senior executive management team of Parent to the same extent that (x) it would require Panadero Corp or any as such access was provided prior to the date of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Lawthis Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the Companies shall use commercially reasonable efforts to provide the information sought supervision of Parent's personnel and in such investigation or examination in a manner that does as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to interfere unreasonably with the contrary contained herein, prior to the Closing, without the prior written consent normal operation of the Companiesbusiness of Parent. Parent and the Stockholder acknowledge and agree that all information received from or on behalf of the Parent, which may be withheld in the Companies’ sole discretionCompany, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp WW or any of its Subsidiaries Subsidiary in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations transactions contemplated hereby prior to the Closing. Prior Closing shall be deemed to be received pursuant to the ClosingConfidentiality Agreement dated as of May 19, Panadero Corp 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall exercisecause their respective affiliates and representatives, consistent to comply with the terms and conditions provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in any investigation pursuant to this Agreement, complete control and supervision of its and its Subsidiaries’ operationsSection 5.4 shall affect or be deemed to modify any representation or warranty contained herein.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cendant Corp), Merger Agreement (Cendant Corp)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject the Company shall, and the Company shall cause its Subsidiaries to, afford to the terms of the Confidentiality AgreementParent and its officers, Buyer shall be entitled employees and representatives (including its legal advisors and accountants), all reasonable access, upon reasonable notice, to make such investigation any of the properties, businesses and operations of Panadero Corp the Company and its Subsidiaries (including Owned Real Property or leased real property and such examination of the buildings, structures, fixtures, appurtenances and improvements erected attached or located thereon), books and records of Panadero Corp the Company and its Subsidiaries (including financial information and statements, accounting and Tax-related records and working papers and data in the possession of the Company, any of its Subsidiaries or any of their independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), in each case as it Parent reasonably requests, and Parent and its officers, employees and representatives (including making available its legal advisors and accountants) shall be permitted to Buyer (a) all material written information in make extracts and copies of such books and records at its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariesown expense. Any such investigation and examination access shall be conducted during regular business hours and under reasonable circumstances, circumstances and shall be subject to restrictions under applicable Law and Law. The Company shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause use commercially reasonable efforts to provide Parent access, to the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp the Company and its Subsidiaries to reasonably and shall cooperate in good faith with Buyer Parent and BuyerParent’s representatives representatives, in connection each case for purposes of integration and retention planning and for other valid business purposes associated with such investigation and examinationthe transactions contemplated by this Agreement, and Buyer Parent and its representatives shall cooperate with Panadero Corp, the Company and its Subsidiaries and their respective representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. In additionNotwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound; provided, however, that the Company shall request, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request. The Company does not make any representation or warranty as to the accuracy of any information (yif any) legal counsel provided pursuant to this Section 7.1 other than as otherwise expressly provided under this Agreement. The information provided pursuant to this Section 7.1 will be used solely for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that purpose of effecting the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable LawTransactions and related disclosure requirements. Notwithstanding anything to the contrary contained herein, prior to the Closing, (a) other than in the ordinary course of business of Parent or any of its Affiliates with respect to matters not involving the Company or its Subsidiaries, Parent shall not contact any suppliers to, or customers of, the Company or any Subsidiary without the Company’s prior written consent which may not be unreasonably withheld, (b) Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Companies, Company (which consent may be withheld in for any reason) and (c) the CompaniesCompany’s and its Subsidiaries’ sole discretionobligations hereunder with respect to third parties shall be limited to using commercially reasonable efforts. Notwithstanding the foregoing, Buyer (i) shall not contact any employees of, suppliers to, customers of, assistance or financing sources to, Panadero Corp access related to or any of its Subsidiaries in connection with the Companies or Financing (including the Transaction delivery of financial information and (iistatements, accounting and Tax-related records and working papers and data in the possession of the Company) shall have no right to conduct any Phase II environmental investigation relating to any real property owned be governed exclusively by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsSection 7.13.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Verint Systems Inc)
Access to Information. Prior Upon reasonable notice, each of MI Corp. and MVT Corp. shall (and shall cause its Subsidiaries to), during the period prior to the earlier of the termination of Closing Date or the date this Agreement in accordance with is terminated, afford to Investor and to its terms respective officers, employees, accountants, counsel, financial advisors and other authorized representatives, reasonable access during normal business hours, to all the Closing Datebooks, subject to the terms records, Contracts, properties, plants and personnel of the Confidentiality AgreementMVT Business and, Buyer during such period, MI Corp. or MVT Corp. shall be entitled to make such investigation of the properties, businesses (and operations of Panadero Corp and shall cause its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to) furnish promptly to Buyer Investor (a) all notice of each material written information in its possession related to drillingreport, subsurface exploration and testing for the purpose of determining the quantityschedule, quality, geology, mineralogy registration statement and other aspects document filed, published, announced or received by MVT Corp. during such period pursuant to the requirements of any mineral reserves on the Owned Real Property and the Leased Real Property Federal or state securities laws, as applicable (other than documents which MI Corp. or MVT Corp. is not permitted to disclose under Applicable Laws) and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp information concerning MVT Corp. and its Subsidiaries to business, properties and personnel as Investor may reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationrequest; provided, and Buyer and its representatives shall cooperate with Panadero Corphowever, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to that MI Corp. or MVT Corp. may restrict the business. In addition, no such investigation or examination shall be permitted foregoing access to the extent that (xi) it would require Panadero Corp any Applicable Laws or any of its Contracts requires MI Corp., MVT Corp. or their Subsidiaries to disclose information subject restrict or prohibit access to attorney-client privilege any such properties or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issuesinformation, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right disclosure of such information would violate confidentiality obligations to conduct a third Person, (iii) disclosure of such information would be reasonably likely to result in significant competitive harm to MI Corp. or MVT Corp. if the Transactions were not consummated or (iv) in the case of MVT Corp. and its Subsidiaries the information is not related to the MVT Business. Investor will hold any Phase II environmental investigation relating such information obtained pursuant to any real property owned by this Section 6.3 in confidence in accordance with, and will otherwise be subject to, the provisions of the Confidentiality Agreement dated January 29, 2007 between MI Corp. and Warburg Pincus LLC (as it may be amended or leased to Panadero Corp and/or its Subsidiariessupplemented, the “Confidentiality Agreement”). Nothing contained in this The Confidentiality Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions survive any termination of this Agreement, complete control . Any investigation by Investor shall not affect the representations and supervision warranties contained herein or the conditions to the respective obligations of its and its Subsidiaries’ operationsthe parties to consummate the Transactions.
Appears in 2 contracts
Samples: Investment Agreement (Warburg Pincus LLC), Investment Agreement (Marshall & Ilsley Corp/Wi/)
Access to Information. Prior Upon reasonable notice, Saratoga and SJNB shall (and shall cause each of their respective Subsidiaries to) afford to the earlier of other and their representatives and advisors access, during normal business hours during the termination of this Agreement in accordance with its terms and period prior to the Closing Date, to all the properties, books, contracts, commitments and records of Saratoga (in the case of Saratoga) and of SJNB (in the case of SJNB) and, during such period, each of Saratoga and SJNB shall (and shall cause each of their respective Subsidiaries to) make available to the other and their representatives and advisors (a) a copy of each report, schedule, registration statement and other document filed or received by Saratoga or SJNB, as the case may be, during such period pursuant to the requirements of Federal securities laws or Federal or state banking laws (other than reports or documents which such party is not permitted to disclose under applicable law or reports or documents which are subject to an attorney-client privilege or which constitute attorney work product) and (b) all other information concerning the terms business, properties and personnel of Saratoga or of SJNB, as the case may be, as such other party may reasonably request. SJNB will hold any such information with respect to Saratoga and its Subsidiaries which is nonpublic in confidence to the extent required by, and in accordance with, the provisions of the letter dated July 28, 1998, between Saratoga and SJNB (the "Confidentiality Agreement"). Saratoga will hold all such information with respect to SJNB and its Subsidiaries which is nonpublic in confidence and will otherwise deal with such information to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, Buyer shall deeming, for purpose of this sentence, such information to be entitled subject to make such investigation the provisions of the properties, businesses and operations Confidentiality Agreement as if such provisions applied by their terms to such information of Panadero Corp SJNB and its Subsidiaries Subsidiaries, as well as to such information of Saratoga and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such No investigation and examination shall be conducted during regular business hours and under reasonable circumstancesby either SJNB, on the one hand, or Saratoga, on the other hand, shall be subject to restrictions under applicable Law affect the representations and shall not unreasonably interfere with the operations warranties of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsother.
Appears in 2 contracts
Samples: Merger Agreement (SJNB Financial Corp), Merger Agreement (Saratoga Bancorp)
Access to Information. Prior Subject to applicable Law, including Antitrust Law, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Agreement, Parent will be entitled, through its terms and the Closing DateRepresentatives, subject to have such access to the terms assets, properties, business, operations, personnel and Representatives of the Confidentiality Agreement, Buyer shall be entitled to make such Company and each Company Subsidiary as is reasonably necessary in connection with Parent’s investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of Company with respect to the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariestransactions contemplated hereby. Any such investigation and examination shall will be conducted during regular normal business hours upon reasonable advance notice, at Parent’s expense and under reasonable circumstancesthe supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company, and shall be subject to restrictions under applicable Law the Company’s reasonable security measures and shall not unreasonably interfere with the operations insurance requirements, except as may otherwise be required or restricted by Law, so as to limit disruption to or impairment of the CompaniesCompany’s business, and the Company will cooperate fully therein. Panadero Corp shall No investigation by Parent will diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. The Company will furnish the Representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such Representatives may reasonably request and cause the officers, employees, consultants, agents, accountants, attorneys and other representatives its Representatives to cooperate fully with such Representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives Parent in connection with such investigation investigation. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion and examinationafter notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law (so long as the Company has used reasonable best efforts to provide such information in a way that does not contravene applicable Law); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and Buyer and its representatives shall cooperate with Panadero Corpdisclosure may be limited to external counsel for Parent, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel the Company determines doing so may be reasonably required for the Companies reasonably concludes that it may give rise purpose of complying with applicable Antitrust Laws. With respect to antitrust or competition law issues or violate a protective order or otherwise may not be the information disclosed pursuant to applicable Law; provided that the Companies this Section 6.2, Parent shall use commercially reasonable efforts comply with, and shall instruct Parent’s Representatives to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issuescomply with, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any all of its Subsidiaries in connection with obligations under the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 2 contracts
Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.)
Access to Information. Prior Subject to the earlier of the termination last sentence of this Agreement in accordance with its terms Section 6.04, from the date hereof until the Effective Time and the Closing Date, subject to the terms of Applicable Law and the Confidentiality Agreement, Buyer upon reasonable written prior notice, the Company shall be entitled (i) give to make such investigation of Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours to the offices, properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp the Company and its Subsidiaries Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information as it such Persons may reasonably requestsrequest and (iii) instruct its employees, including making available counsel, financial advisors, auditors and other authorized Representatives to Buyer (a) all material written information cooperate with Parent in its possession related to drilling, subsurface exploration investigation of the Company and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination pursuant to this Section 6.04 shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such manner as not to restrictions under applicable Law and shall not interfere unreasonably interfere with the operations conduct of the Companies. Panadero Corp shall cause business of the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp Company and its Subsidiaries Subsidiaries. No information or knowledge obtained in any investigation pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationthis Section 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the contrary, and Buyer and its representatives under no circumstances shall cooperate with Panadero Corpthe Company, its Subsidiaries and or their respective representatives and shall use their reasonable efforts Representatives be required to minimize furnish any disruption person with, or be required to provide access to any person to, information about the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of its Subsidiaries, or where such access to disclose information subject would reasonably be expected to involve the waiver of any attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Lawprivilege; provided that that, in each such case, the Companies Company shall use commercially reasonable efforts to provide obtain any required consent or develop alternative arrangements (including, in the case of access that would reasonably be expected to involve the waiver of any attorney-client privilege, entry into a joint defense agreement) reasonably acceptable to the Company and Parent so that such information sought in such investigation or examination can be furnished to Parent in a manner that does not jeopardize such violate any Applicable Law or contractual restraint or involve the waiver of any attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsprivilege.
Appears in 2 contracts
Samples: Merger Agreement (NICE Ltd.), Merger Agreement (inContact, Inc.)
Access to Information. Prior to From the earlier of the termination date of this Agreement in accordance with its terms and the Closing Date, subject to the terms Closing, Parent shall, and shall cause each of its Subsidiaries to, afford to Purchaser and its accountants, counsel and other representatives and Lenders reasonable access, upon reasonable notice during normal business hours, to all the Confidentiality Agreementpersonnel, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books books, Contracts, Tax Returns and records of Panadero Corp the Group Companies or the Business and, during such period, shall furnish to Purchaser any information concerning any Group Company or the Business as Purchaser may reasonably request (other than any of the foregoing to the extent related to the negotiation and execution of this Agreement, any other Transaction Agreement or the Transactions or any proposals to or from other parties relating to any competing or alternative transactions); provided, however, that Purchaser and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys counsel and other representatives and Lenders shall conduct any such permitted activities in such a manner as not to interfere unreasonably with the business or operations of Panadero Corp and Parent or any of its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationAffiliates; provided further, and Buyer and its representatives shall cooperate with Panadero Corphowever, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (xi) it would require Panadero Corp none of Parent or any of its Subsidiaries shall be required to disclose information subject to provide such access if Parent determines, in its reasonable judgment, that doing so could (A) violate applicable Law or an applicable Judgment or (B) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or (y) legal counsel for the Companies reasonably concludes it being understood that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies Parent shall use commercially reasonable best efforts to provide the information sought in such investigation or examination access in a manner that does not violate any such Law or Judgment or jeopardize any such attorney-client privilege or give rise to such legal issuesprotection), violate such protective order or otherwise contravene applicable Law. Notwithstanding anything provided, that in the event Parent does not disclose information due to the contrary contained hereinforegoing matters, prior Parent shall use reasonable best efforts to seek alternative means to disclose such information to the Closingmaximum extent possible, without the prior written consent of the Companiesincluding by entering into a joint defense or similar agreement, which may be withheld in the Companies’ sole discretion, Buyer (iii) such access shall not contact include any employees Phase II environmental investigations or any other environmental testing or sampling of, suppliers toat or under any Owned Real Property or Leased Real Property by or on behalf of Purchaser, customers ofits accountants, counsel or financing sources to, Panadero Corp its other representatives or Lenders and (iii) Parent and its Subsidiaries shall not be required to provide any such access or information to the extent unrelated to the Business. All requests for information made pursuant to this Section 5.02 shall be directed to the executive officer or other Person designated by Xxxxxx. Nothing in this Section 5.02 shall be construed to require Parent or any of its Subsidiaries in connection with the Companies Representatives to prepare any reports, analyses, appraisals or the Transaction and opinions that are not readily available (ii) it being understood that Parent shall have no right not be required to conduct prepare any Phase II environmental investigation relating to financial projections, forecasts or any real property owned by other prospective or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationspro forma financial information).
Appears in 1 contract
Samples: Equity Purchase Agreement (ADT Inc.)
Access to Information. Prior (a) Except as limited by applicable law (including, without limitation, antitrust laws), Seller shall cause the Business prior to the Closing to afford the officers, employees, accountants, counsel and other authorized representatives of Buyer reasonable access during normal business hours upon reasonable notice, throughout the period prior to the earlier of the Closing or such other termination of this Agreement in accordance with pursuant to Section 8.1 hereof, to its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the offices, facilities, employees, contracts, commitments, books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available shall furnish to Buyer (a) all material written information in its possession related to drilling, subsurface exploration such additional financial and testing for the purpose of determining the quantity, quality, geology, mineralogy operating data and Tax and other aspects of information as to its business and properties as Buyer may from time to time reasonably request; provided, however, that any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination access shall be conducted during regular business hours and at Buyer's expense, under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations supervision of Seller's or the CompaniesCompany's personnel. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall Seller will use their reasonable efforts to minimize any disruption to the businessBusiness which may result from the requests for data and information hereunder. In additionNo investigation pursuant to this Section 5.3(a) shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. Notwithstanding anything contained in this or any other agreement between Buyer and Seller executed prior to the date hereof, no such investigation none of the Company, Seller or examination any Affiliate of Seller shall have any obligation to make available to Buyer or its representatives, or provide Buyer or its representatives with, any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material.
(b) The provisions of the Confidentiality Agreement shall remain binding and in full force and effect until the Closing.
(i) The information contained herein, in the Disclosure Schedule or delivered to Buyer or its authorized representatives pursuant hereto with respect to the Company or Xxxxxxx X.X. shall be permitted subject to the Confidentiality Agreement as Evaluation Material (as defined and subject to the exceptions contained therein) until the Closing and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. During the period after the date hereof and until the Closing, Buyer shall cause its consultants, advisors and representatives to treat the terms of this Agreement as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of law).
(ii) The information contained herein, in the Disclosure Schedule or delivered to Buyer or its authorized representatives pursuant hereto with respect to Seller shall be deemed Evaluation Material and shall be subject to the Confidentiality Agreement (as defined and subject to the exceptions contained therein) and, for that purpose and to that extent, the terms of the Confidentiality Agreement are incorporated herein by reference. Buyer shall cause its consultants, advisors and representatives and from the Closing Date, Buyer shall cause the Company, to treat such Evaluation Material as strictly confidential (unless compelled to disclose by judicial or administrative process or, in the opinion of legal counsel, by other requirements of law).
(c) From the date hereof and until the Closing, Seller shall, and shall cause its Affiliates to, continue to maintain the confidentiality of all confidential information, documents and materials relating to Buyer, including all such materials which remain in the possession of Seller, except to the extent that (x) disclosure of any such confidential information is required by law or authorized by Buyer or reasonably occurs in connection with disputes over the terms of this Agreement. In the event that Seller reasonably believes after consultation with counsel that it would require Panadero Corp or any of its Subsidiaries Affiliates is required by law to disclose any confidential information subject to attorney-client privilege or described in this Section 5.3(c), it will (yi) legal counsel for the Companies reasonably concludes provide Buyer with prompt notice before such disclosure in order that it may give rise attempt to antitrust or competition law issues or violate obtain a protective order or otherwise may not other assurance that confidential treatment will be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the accorded such confidential information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right cooperate with Buyer in attempting to conduct any Phase II environmental investigation relating to any real property owned by obtain such order or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsassurance.
Appears in 1 contract
Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)
Access to Information. Prior to (A) To the earlier extent not in violation of Applicable Law, each Member and its agents (which may include employees of the termination of this Agreement in accordance with its terms Member or the Member’s independent certified accountants) shall have the right, at any reasonable time, to inspect, review, copy and audit (or cause to be audited) at the Closing Date, subject to the terms expense of the Confidentiality Agreementinspecting Member any and all properties, Buyer shall be entitled to make such investigation assets, books of account, corporate records, contracts, documentation and any other material of the propertiesJoint Venture Company or any of its Subsidiaries, businesses and operations of Panadero Corp and its Subsidiaries and such examination at the request of the books inspecting Member. Upon such request, the Joint Venture Company and records each of Panadero Corp and its relevant Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption make available to such inspecting Member the business. In addition, no Joint Venture Company’s accountants and key employees for interviews to verify information furnished or to enable such investigation or examination shall be permitted Member to otherwise review the extent that (x) it would require Panadero Corp Joint Venture Company or any of its Subsidiaries and their operations. Such availability is conditioned upon the terms and conditions of the Confidentiality Agreement.
(B) The Members recognize that the Joint Venture Company may, from time to time, be in possession of Competitively Sensitive Information belonging to a Member or its Relatives, and in no event shall a Member be entitled to access any Competitively Sensitive Information of the other Member or its Relatives in the possession of the Joint Venture Company. The Joint Venture Company shall maintain procedures reasonably acceptable to both Members (including requiring that the Members use reasonable efforts to label or otherwise identify Competitively Sensitive Information as such) to ensure that the Joint Venture Company will not disclose information subject or provide Competitively Sensitive Information of one Member or its Relatives to attorney-client privilege the other Member (other than to a Joint Venture Company employee or (y) legal counsel to a Seconded Employee of the other Member to the extent required for such employee or Seconded Employee to perform his or her duties for the Companies reasonably concludes that it may give rise to antitrust Joint Venture Company) or competition law issues any third party unless such disclosure is specifically requested by the Member or violate a protective order or otherwise may its Relatives providing such Competitively Sensitive Information. The Joint Venture Company shall not be disclosed pursuant liable for inadvertent disclosures of Competitively Sensitive Information that was not labeled or identified as such.
(C) Upon request, each Member agrees to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise other Member and the Joint Venture Company with reasonable access to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any those portions of its Subsidiaries in connection with the Companies or the Transaction facilities and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision those items of its and its SubsidiariesRelatives’ operationsequipment that are being used to provide services to the Joint Venture Company, and to those employees who are providing services to the Joint Venture Company, to verify information regarding such operations or enable such Member and the Joint Venture Company to otherwise review the services being provided to the Joint Venture Company.
Appears in 1 contract
Samples: Limited Liability Partnership Agreement (Micron Technology Inc)
Access to Information. Prior Until the Closing, the Company shall afford to the earlier of the termination of this Agreement Parent and its representatives (including accountants and counsel) reasonable and direct access (in each case, only at such locations and in accordance with its terms such procedures regarding prior notice and the Closing Datetime and duration of access as are mutually agreed to between Parent and the Company prior to any such access, subject it being agreed and understood that access to any directors, officers and employees in accordance with such mutually agreed procedures shall be granted without the terms supervision of a representative of the Confidentiality AgreementCompany if so requested by Parent) to all properties, Buyer shall be entitled to make such investigation books, records, files, Tax Returns and directors, officers, employees and counsel of the properties, businesses Company and operations each of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer provided that Parent and its representatives shall cooperate not have access for purposes of conducting any environmental sampling or testing) and all other information with Panadero Corprespect to their respective businesses, together with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records and other documents and to discuss the business of the Company and each of its Subsidiaries with such directors, officers, employees and their respective counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries. Parent and its representatives and shall use their reasonable commercial efforts to minimize conduct any disruption such activities in such a manner as not to interfere with the businessbusiness or operations of the Company or its Subsidiaries or otherwise cause any interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. In additionNotwithstanding the foregoing, no such investigation or examination Parent shall be permitted not have access to personnel records of the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries relating to disclose medical histories. Parent agrees that it will not, and will cause its respective representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. The Confidentiality Agreement dated as of May 9, 2005 between Parent and Bear, Xxxxxxx & Co. Inc., for itself and on behalf of the Company (the “Confidentiality Agreement”), shall (subject to attorney-client privilege Section 7.5) continue to apply with respect to information furnished thereunder or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact hereunder and any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsother activities contemplated thereby.
Appears in 1 contract
Samples: Merger Agreement (Haggar Corp)
Access to Information. Prior (a) Between the date hereof and the Closing, the Venturers shall cause the GP, U.S. Propane and NewLP to (i) give the Acquirer and its authorized representatives reasonable access to all facilities and all books and records relating to the earlier of GP, U.S. Propane and NewLP, (ii) permit the termination of this Agreement in accordance with Acquirer and its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled authorized representatives to make such investigation inspections of the propertiesAssets and Properties of the GP and U.S. Propane as they may reasonably require to verify the accuracy of any representation or warranty contained in Article 4 and (iii) shall furnish the Acquirer and their respective authorized representatives with such financial and operating data and other information with respect to the GP, businesses U.S. Propane and operations NewLP as the Acquirer may from time to time reasonably request; provided, however, that the Venturers shall have the right to have a representative present at all times of Panadero Corp any such inspections or examinations conducted at the offices or other facilities of the GP or U.S. Propane; and, provided further, however, that the Venturers shall not be required to cause the GP, U.S. Propane or NewLP to disclose or make available to the Acquirer any information or data the disclosure of which would violate any confidential or non-disclosure obligation (other than any obligation exclusively between or among one or more of the parties to this Agreement) to which the party may be subject, provided that such party will use its reasonable commercial efforts to limit the applicability of any confidential or non-disclosure obligation to the extent reasonably practicable, including by (1) obtaining a waiver thereof or (2) obtaining assurances from the Acquirer that such information will remain confidential.
(a) Acquirer agrees that at any time during the period commencing on the Closing Date and ending on November 6, 2009 NewLP and its Subsidiaries Affiliates and such examination of the representatives shall have reasonable access to inspect and copy all books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption U.S. Propane relating to the business. In addition, no Contributed Interests and Transferred Interests (as such investigation or examination shall be permitted terms are defined in the Original Contribution Agreement) to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies such access may reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries required in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation matters relating to any real property owned or affected by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained the operation of the Business (as such term is defined in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations the Original Contribution Agreement) prior to the Closing. Prior U.S. Propane shall, and shall cause the Heritage Parties to, afford such access upon receipt of reasonable advance notice and during normal business hours. If U.S. Propane or any of the Heritage Entities desire to dispose of any such books and records prior to the Closingexpiration of such period, Panadero Corp Acquirer agrees that U.S. Propane shall, and shall exercisecause such Heritage Party to, consistent with the terms give NewLP a reasonable opportunity, at its expense, to segregate and conditions of remove such books and records as they select. NewLP shall be solely responsible for any costs or expenses incurred by it pursuant to this Agreement, complete control and supervision of its and its Subsidiaries’ operationsSection 7.1(b).
Appears in 1 contract
Samples: Acquisition Agreement (Heritage Propane Partners L P)
Access to Information. Prior Subject to the earlier of the termination last sentence of this Agreement in accordance with its terms Section 6.04, from the date hereof until the Effective Time and the Closing Date, subject to the terms of Applicable Law and the Confidentiality Agreement, Buyer upon reasonable written prior notice, the Company shall be entitled (i) give to make Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours to the personnel, offices, properties, books and records (including Tax records) of the Company and the Company Subsidiaries, (ii) furnish to Parent, 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 Parent in its investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Company and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Company Subsidiaries. Any such investigation and examination pursuant to this Section 6.04 shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such manner as not to restrictions under applicable Law and shall not interfere unreasonably interfere with the operations conduct of the Companiesbusiness of the Company and the Company Subsidiaries. Panadero Corp No information or knowledge obtained in any investigation pursuant to this Section 6.04 shall cause affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the officerscontrary, employeesunder no circumstances shall the Company, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its the Company Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and or their respective representatives and shall use their reasonable efforts Representatives be required to minimize furnish any disruption person with, or be required to provide access to any person to, information about the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its the Company Subsidiaries that is prohibited by any Applicable Law or contractual restraint enforceable upon the Company or any of the Company Subsidiaries, or where such access to disclose information subject would reasonably be expected to involve the waiver of any attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Lawprivilege; provided that the Companies shall use commercially reasonable efforts Company will inform Parent of the general nature of the document or information being withheld and reasonably cooperate with Parent to provide the such document or information sought in such investigation or examination in a manner that does would not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent result in a violation of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp Law or any of its Subsidiaries in connection with the Companies such contractual restraint or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by loss or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions waiver of this Agreement, complete control and supervision of its and its Subsidiaries’ operationssuch privilege.
Appears in 1 contract
Samples: Merger Agreement (InvenSense Inc)
Access to Information. Prior to From the earlier of date hereof until the termination of this Agreement in accordance with its terms and the Closing DateEffective Time, subject to the terms of the Confidentiality Agreementupon reasonable prior written notice, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Applicable Law and the Confidentiality Agreement dated October 29, 2008 between the Company and Parent, as amended on November 5, 2008 (the “Confidentiality Agreement”), the Company shall not unreasonably interfere with (a) give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the operations offices, properties, books and records of the Companies. Panadero Corp shall cause the officersCompany and its Subsidiaries (including access to perform physical examinations and to take radiation samples) as Parent may reasonably request, employees(b) furnish to Parent, consultantsits counsel, agentsfinancial advisors, accountants, attorneys auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, and (c) instruct the management, counsel, financial advisors, auditors and other authorized representatives of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives Parent in connection with such its reasonable investigation and examination, and Buyer of the Company and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts Subsidiaries. Any investigation pursuant to minimize any disruption to the business. In addition, no such investigation or examination this Section shall be permitted conducted in such manner as not to interfere unreasonably with the extent that (x) it would require Panadero Corp conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed investigation pursuant to applicable Law; provided that this Section shall affect or be deemed to modify any representation or warranty made by the Companies Company hereunder. Nothing in this Section 7.03 shall use commercially reasonable efforts to provide require the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer Company (i) shall not contact to permit any employees of, suppliers to, customers ofinspection, or financing sources toto disclose any information , Panadero Corp that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of Third Parties or violate any of its Subsidiaries in connection the Company’s obligations with the Companies or the Transaction and respect to confidentiality, (ii) to disclose any privileged information of the Company or its Subsidiaries or (iii) to disclose any information the disclosure of which could, in the reasonable judgment of the company, cause competitive harm to the Company if the transactions contemplated hereby are not consummated. In no event shall have no right the Company be required to conduct supply pursuant to this Section 7.03 to Parent, or Parent’s representatives, any Phase II environmental investigation information relating to indications of interest from, or discussions with, any real property owned by potential acquirers of the Company, with respect to which Section 7.04 shall apply. All requests for access to the offices or leased to Panadero Corp and/or books and records of the Company or its Subsidiaries. Nothing contained in this Agreement Subsidiaries shall be construed made to give to Buyersuch representatives of the Company as the Company shall designate, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp who shall exercise, consistent with the terms be solely responsible for coordinating all such requests and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsall access permitted hereunder.
Appears in 1 contract
Access to Information. Prior During the Pre-Closing Period, the Company and its Subsidiaries shall afford Solera and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses books and operations records, senior management and other Representatives of Panadero Corp the Company and its Subsidiaries and such examination of Subsidiaries; provided, however, that the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available Company may restrict or otherwise prohibit access to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects any portion of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned documents or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted information to the extent that (xa) it any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) access to such documents or information would require Panadero Corp give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information, or (c) access to a Contract to which the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate is a protective order party or otherwise may not be disclosed pursuant to applicable Lawbound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract; provided provided, further that the Companies Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Solera to reach an acceptable solution to make such documents and information available in full. In the event that the Company and its Subsidiaries do not provide access or information in reliance on the preceding sentence, the Company and SRS shall use their reasonable best efforts to communicate the applicable information sought to Person requesting access thereto in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation or examination conducted pursuant to the access contemplated by this Section 4.3 shall be conducted during normal business hours in a manner that does not jeopardize such attorney-client privilege unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or give rise create a risk of damage or destruction to such legal issues, violate such protective order any property or otherwise contravene applicable Lawassets of the Company or any of its Subsidiaries. Notwithstanding anything Any access to the contrary contained herein, prior to the Closing, without the prior written consent properties of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp Company or any of its Subsidiaries in connection with shall be subject to the Companies or Company’s reasonable security measures and insurance requirements and shall not include the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiariesperform invasive testing. Nothing contained in this Agreement Section 4.3 shall be construed to give require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to Buyerprepare any reports, directly analyses, appraisals, opinions or indirectlyother information. The Company shall deliver to Solera, rights to control or direct Panadero Corp’s or for each month ending during the Pre-Closing Period, unaudited consolidated balance sheets and related statements of income of the Company and its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, Subsidiaries for such month in form consistent with past practice, no later than twenty (20) days after the terms and conditions end of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.such month. ‑17‑
Appears in 1 contract
Access to Information. Prior Throughout the period prior to the earlier of the termination Closing Date or the Termination Date, Sellers shall cause the Company and each of this Agreement its Subsidiaries to afford to Buyer, its officers, employees, counsel, financial advisors and other representatives, prompt, reasonable access during normal business hours (subject to reasonable notice and coordination) to all of the Company’s and its Subsidiaries’ properties, books, contracts, commitments, personnel and records as may be reasonably requested in accordance connection with its terms the sale of the Shares from Sellers to Buyer and the Closing Date, subject to the terms consummation of the Confidentiality Agreementother transactions contemplated hereby, and, during such period, Sellers shall cause the Company and each of its Subsidiaries to furnish as promptly as practicable to Buyer shall be entitled to make such investigation of information concerning the Company and its Subsidiaries’ businesses, properties, businesses financial condition and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp relevant thereto or reflecting such condition, operations and its Subsidiaries personnel (including, if legally permitted, personnel records) as it Buyer may from time to time reasonably requests, including making available to request. Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under will use reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries that may result from the requests for access, data and information hereunder. Sellers will consult with Buyer regarding the business of the Company in a prompt manner and on a regular basis. Sellers shall notify Buyer of, and keep Buyer informed of all material information regarding the Company’s business. In addition, no such No investigation by Buyer pursuant to this Agreement or examination in connection with the transactions contemplated hereby shall be permitted affect the representations or warranties of Sellers contained in this Agreement. Buyer will hold any information provided under this Section 5.2 in confidence to the extent that (x) it would require Panadero Corp or any required by, and in accordance with, the provisions of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; Confidentiality Agreement, provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issuesBuyer and Sellers, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent on behalf of the CompaniesCompany, which may disclose such information as may be withheld necessary in the Companies’ sole discretionconnection with seeking any necessary consent, Buyer (i) shall not contact any employees ofapproval, suppliers toauthorization, customers qualification, or order of, or financing sources toany exemption by, Panadero Corp or the making of any material declaration, filing or registration with, any Governmental Authority that is required to be obtained or made by such party or any of its Subsidiaries in connection with the Companies or sale of the Transaction Shares from Sellers to Buyer and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to consummation of the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsother transactions contemplated hereby.
Appears in 1 contract
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration Upon reasonable notice and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law laws relating to the confidentiality of information, each of the Company and Parent shall, and shall not unreasonably interfere with the operations cause each of the Companies. Panadero Corp shall cause its Subsidiaries to, afford to the officers, employees, consultants, agents, accountants, attorneys counsel, advisors, agents and other representatives of Panadero Corp the other party, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records, and, during such period, such party shall, and shall cause its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationto, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption make available to the business. In additionother party (i) a copy of each report, no schedule, registration statement and other document filed or received by it during such investigation period pursuant to the requirements of federal securities laws or examination shall be federal or state banking or insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as the extent other party may reasonably request (in the case of a request by the Company, information concerning Parent that (x) it would require Panadero Corp is reasonably related to the prospective value of Parent Common Stock or to Parent’s ability to consummate the transactions contemplated hereby). Neither the Company nor Parent, nor any of its Subsidiaries Subsidiaries, shall be required to provide access to or to disclose information subject to where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. To the extent practicable, the parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(yb) legal counsel for In addition to the Companies reasonably concludes that it may give rise access permitted by subparagraph (a) above, from the date of this Agreement through the Closing Date, the Company, to antitrust the extent permissible under the Pending Acquisition Agreement or competition law issues or violate a protective order or otherwise may related confidentiality agreement, shall use its reasonable best efforts to provide access to Parent to the type of information described in subparagraph (a) above with respect to the Pending Acquisition Counterparty and to the extent not be disclosed pursuant to applicable Law; provided that the Companies shall permissible, use commercially reasonable efforts to obtain such permission. The Company shall not be required to provide the access to or to disclose information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything with respect to the contrary contained hereinPending Acquisition Counterparty where such access or disclosure would contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the Closingdate of this Agreement. To the extent practicable, without the prior written consent parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Companies, which may be withheld in the Companies’ sole discretion, Buyer preceding sentence apply.
(ic) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction All information and (ii) shall have no right materials provided pursuant to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed subject to give to Buyerthe provisions of the Confidentiality Agreement entered into between the parties as of May 11, directly or indirectly, rights to control or direct Panadero Corp’s 2007 (the “Confidentiality Agreement”).
(d) No investigation by a party hereto or its Subsidiaries’ operations prior to representatives shall affect the Closing. Prior to representations and warranties of the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of other party set forth in this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Access to Information. Prior to From the earlier of date hereof until the termination of this Agreement in accordance with its terms pursuant to Article 11, and the Closing Date, subject to Applicable Law, upon reasonable notice during normal business hours, the terms of Company shall (and shall cause its Subsidiaries to) give Parent, its officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the Confidentiality AgreementCompany’s Representatives and its offices, Buyer shall be entitled to make such investigation of the properties, businesses assets, books, records, work papers and operations of Panadero Corp other documents related to the Company and its Subsidiaries and promptly furnish to Parent and its Representatives such examination financial and operating data and other information as such Persons may reasonably request, including copies of the books books, records, work papers and records of Panadero Corp other documents related to the Company and its Subsidiaries; provided, that neither the Company nor any of its Subsidiaries as it reasonably requestsshall be required to provide access or disclose information where such access or disclosure would, including making available to Buyer (a) all material written information in its possession related to drillingeach case upon the advice of legal counsel, subsurface exploration and testing for jeopardize the purpose attorney-client privilege of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp Company or its Subsidiaries. Any such investigation and examination pursuant to this Section shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such manner as not to restrictions under applicable Law and shall not interfere unreasonably interfere with the operations conduct of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent business of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction Company and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, in the case of any information that in the reasonable, good faith judgement of the Company is competitively sensitive, such information shall be provided to Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 7.02 shall be kept confidential by the recipient thereof in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to terminate as of the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsAcceptance Time.
Appears in 1 contract
Access to Information. Prior Subject to the terms of the Confidentiality Agreement by and between BlackRock Financial Management, Inc. - Long Term Private Capital Group (“BlackRock LTPC”) and Parent, dated January 28, 2022 (the “Confidentiality Agreement”), during the period beginning on the date hereof through and including the earlier of (a) the termination of date this Agreement is terminated in accordance with its terms Section 9.1 and (b) the Closing Date, Seller shall permit the officers, employees and Representatives of Buyer to have reasonable access during normal business hours, upon reasonable advance written notice and at agreed upon times, to the offices, properties and senior managers of the Business and the business and financial records of the Business, to the extent Buyer shall reasonably deem necessary or desirable in connection with the transactions contemplated hereby, and shall furnish to Buyer or its authorized representatives such additional information concerning Seller and the Business as shall be reasonably requested; provided, however, that (a) Seller shall not be required to violate any obligation of confidentiality to which it or any of its Affiliates is subject or disclose any information if such disclosure would result in a waiver of Seller’s, or any of its Affiliates’ attorney-client privilege or any similar protection; and (b) such investigation shall be conducted in such a manner so as not to interfere unreasonably with the business or operations of Seller, or any of its Affiliates; provided further, that, with respect to clause (a), the Parties will reasonably cooperate with each other to establish mutually acceptable workarounds to provide the Buyer, its Affiliates and its and its Affiliates’ Representatives with the access to such information to the extent practicable under the circumstances. Notwithstanding anything to the contrary in the Confidentiality Agreement, Parent hereby consents to the disclosure of Evaluation Material (as defined in the Confidentiality Agreement) to current or potential Debt Financing Sources of Buyer and representatives of the foregoing. If so requested by Seller, Buyer and its Affiliates shall enter into a customary joint defense agreement with Seller with respect to any information to be provided to Buyer pursuant to this Section 6.1. Notwithstanding anything herein to the contrary, Seller may require that any disclosure to Buyer or its Affiliates or representatives of any confidential information relating to trade secrets, proprietary know-how, processes or patent, trademark, trade name, service mxxx or copyright applications, or pricing and marketing plans, including, where Seller believes it is in competition with Buyer or its Affiliates be subject to the terms of the Confidentiality AgreementClean Team Agreement by and between BlackRock LTPC and Parent, Buyer shall be entitled to make such investigation of the propertiesdated April 8, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations2022.
Appears in 1 contract
Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Access to Information. Prior (a) As long as the transaction contemplated herein has not been terminated, the Bank will afford the Company, its representatives, counsel, accountants, agents and employees including the underwriter selected to assist in the earlier issuance of the termination common stock contemplated in Section 9.1(iii) and its counsel (collectively "Company Representatives"), access during normal business hours to all of this Agreement in accordance with its terms business, operations, properties, personnel books, files and records and will do everything reasonably necessary to enable the Company and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled Company Representatives to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such a complete examination of the books financial statements, books, records, loans and leases, operating reports, audit reports, contracts and documents, and all other information with respect to assets and properties of the Bank and the condition thereof, and to update such examination at such intervals as the Company shall deem appropriate. Such access shall include reasonable access by the Company and the Company Representatives to auditors' work papers with respect to the business and properties of the Bank, other than (i) books, records and documents covered by the attorney-client privilege, or which are attorneys' work product, and (ii) books, records and documents that the Bank is legally obligated to keep confidential. Such examination shall be conducted in cooperation with the officers of Panadero Corp the Bank and its Subsidiaries in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of, or interference with, the normal business operations of the Bank. No such examination, however, shall constitute a waiver or relinquishment on the part of the Company to rely upon the representations and warranties made by the Bank herein or pursuant hereto; provided, that the Company shall promptly disclose in writing to the Bank any fact or circumstance it reasonably requestsmay discover which it believes renders any representation or warranty made by the Bank hereunder incorrect in any respect. The Company will hold in strict confidence all documents and information concerning the Bank so obtained (except to the extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement or as may be necessary for the accomplishment of the purposes of such examination) and, if the transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents including making available all copies shall be returned to Buyer the Bank.
(ab) all material written information As long as the transaction contemplated hereunder has not been terminated, (i) one Company Representative, selected by the Company in its possession related sole discretion, shall be invited by the Bank to drillingattend all regular and special Board of Directors' and Loan Committee meetings of the Bank from the date hereof until the Effective Time of the Merger, subsurface exploration and testing (ii) one representative of Sutro shall be invited by the Bank to attend all regular and special Board of Directors meetings of the Bank from the date hereof until the Effective Time of the Merger for the purpose of determining discussing the quantitycondition of the market for the Offering and any possible Increase in Per Share Consideration. The Bank shall inform the Company of such Board of Director meeting at least five (5) days in advance of such meeting; provided, qualityhowever, geologythat the attendance of such Company Representative shall not be permitted at any meeting, mineralogy and other aspects or portion thereof, for the sole purpose of any mineral reserves discussing the transactions contemplated by this Agreement on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations obligations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of Bank under this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Community Banking Group)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject Subject to the terms set forth in Section 5.4 and this Section 5.5, Seller shall cause the Company and its Subsidiaries to afford Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable notice, to the assets, properties, offices and other facilities of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries and such examination to their books and records, and shall furnish Purchaser with available financial, operating and other data and information with respect to the business, assets and properties of the books and records of Panadero Corp Company and its Subsidiaries as it Purchaser may reasonably requestsrequest, including making access to such available information or other available documentation as may be necessary for Purchaser and its Affiliates to Buyer maintain compliance with the Exchange Act. In exercising its rights hereunder, Purchaser shall (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall cause each of its Representatives to) use its respective commercially reasonable efforts to conduct itself so as not unreasonably to interfere with in the operations conduct of the Companiesbusiness of the Company and its Subsidiaries prior to Closing. Panadero Corp shall cause the Purchaser acknowledges and agrees that any contact by Purchaser and its Representatives with officers, employees, consultants, agents, accountants, attorneys and other representatives customers or agents of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer hereunder shall be arranged and Buyer’s supervised by representatives in connection with such investigation and examinationof Seller or any designee thereof, and Buyer that unless Seller otherwise provides its prior written consent, Purchaser shall not, and shall cause its representatives shall cooperate Representatives not to, contact or discuss with Panadero Corpany officer, its Subsidiaries and employee, customer or agent or other business relation of the Company or any Subsidiary thereof any matters pertaining to the Company or any Subsidiary thereof, any of their respective representatives and shall use their reasonable efforts to minimize any disruption to businesses or operations or the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp transactions contemplated by this Agreement or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawother Transaction Document. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to Purchaser or any agent or Representative thereof any information (a) relating to any sale or divestiture process conducted by Seller for the Company, any Subsidiary thereof or the Business or Seller’s (or its Representatives’) evaluation of the Company, any Subsidiary thereof or the Business in connection therewith, including projections, financial information or other information relating thereto, or (b) if doing so could in the reasonable judgment of Seller violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or to which it is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work-product privileges), it being understood and agreed that Seller may elect to limit, or cause the Company or any Subsidiary thereof to limit, disclosure of any information to certain Persons designated as a “clean team” by Purchaser (which Persons must be reasonably acceptable to Seller). In addition, notwithstanding anything contained herein, prior in this Agreement to the Closingcontrary, without the prior written consent of the CompaniesSeller, which may be withheld in the Companies’ sole discretion, Buyer (i) none of Purchaser or its Representatives shall not contact have any employees of, suppliers to, customers ofright to perform or conduct, or financing sources tocause to be performed or conducted, Panadero Corp any environmental sampling or any of its Subsidiaries in connection with testing at, in, on or underneath the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsReal Property.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (International Shipholding Corp)
Access to Information. Prior From the date hereof until the Effective Time and subject to Applicable Law and the Confidentiality Agreement, the Company shall (i) give to Parent and its counsel, financial advisors, auditors and other authorized Representatives, in each case who shall be subject to the earlier Confidentiality Agreement, reasonable access to the offices, properties, books and records of the termination Company during normal business hours upon two (2) Business Days prior written notice, (ii) furnish to Parent and its Representatives such financial and operating data and other information that is in the Company’s or its Subsidiary’s or any of their respective Representatives’ possession as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other Representatives to reasonably cooperate with the other party in its investigation. Any investigation pursuant to this Agreement Section shall be conducted in accordance such manner as not to interfere unreasonably with the conduct of the business of the Company. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party hereunder. Parent acknowledges that the information provided to it and its terms Representatives in connection with this Agreement, the Ancillary Documents and the Closing Date, Contemplated Transactions shall be subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation . The terms of the propertiesConfidentiality Agreement are hereby incorporated herein by reference. Notwithstanding anything to the contrary in this Agreement, businesses and operations of Panadero Corp and its Subsidiaries and such examination of prior to the books and records of Panadero Corp and its Subsidiaries as it reasonably requestsClosing, including making available the Company shall not be required to Buyer (a) all material written disclose any information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp Parent or its Subsidiaries. Any Representatives if such investigation and examination shall be conducted during regular business hours and under disclosure would, in the Company’s reasonable circumstances, shall be subject discretion: (x) cause competitive or other economic harm to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero CorpCompany, its Subsidiaries and their respective representatives and shall use their reasonable efforts businesses if the transactions contemplated by this Agreement were not to minimize be consummated; (y) jeopardize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege privilege; or (yz) legal counsel for the Companies reasonably concludes that it may give rise to antitrust breach any Applicable Law, fiduciary duty or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, binding agreement entered into prior to the date of this Agreement. Prior to the Closing, unless otherwise provided in this Agreement, without the prior written consent of the CompaniesCompany, which consent may not be withheld in the Companies’ sole discretionunreasonably withheld, Buyer (i) conditioned or delayed, Parent and its Representatives shall not contact any employees suppliers to or employees, customers, members or lenders of, suppliers to, customers of, or financing sources to, Panadero Corp the Company or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) Parent shall have no right to conduct any Phase II environmental investigation relating to any perform invasive or subsurface investigations of the real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s by the Company or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Access to Information. Prior During the Pre-Closing Period, the Company and its Subsidiaries shall afford Solera and its Representatives reasonable access during normal business hours, upon reasonable advance notice, to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses books and operations records, senior management and other Representatives of Panadero Corp the Company and its Subsidiaries and such examination of Subsidiaries; provided, however, that the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available Company may restrict or otherwise prohibit access to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects any portion of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned documents or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted information to the extent that (xa) it any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (b) access to such documents or information would require Panadero Corp give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information, or (c) access to a Contract to which the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate is a protective order party or otherwise may not be disclosed pursuant to applicable Lawbound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract; provided provided, further that the Companies Company and its Subsidiaries shall use commercially reasonable efforts to cooperate with Solera to reach an acceptable solution to make such documents and information available in full. In the event that the Company and its Subsidiaries do not provide access or information in reliance on the preceding sentence, the Company and SRS shall use their reasonable best efforts to communicate the applicable information sought to Person requesting access thereto in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any investigation or examination conducted pursuant to the access contemplated by this Section 4.3 shall be conducted during normal business hours in a manner that does not jeopardize such attorney-client privilege unreasonably interfere with the conduct of the business of the Company and its Subsidiaries or give rise create a risk of damage or destruction to such legal issues, violate such protective order any property or otherwise contravene applicable Lawassets of the Company or any of its Subsidiaries. Notwithstanding anything Any access to the contrary contained herein, prior to the Closing, without the prior written consent properties of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp Company or any of its Subsidiaries in connection with shall be subject to the Companies or Company’s reasonable security measures and insurance requirements and shall not include the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiariesperform invasive testing. Nothing contained in this Agreement Section 4.3 shall be construed to give require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to Buyerprepare any reports, directly analyses, appraisals, opinions or indirectlyother information. The Company shall deliver to Solera, rights to control or direct Panadero Corp’s or for each month ending during the Pre-Closing Period, unaudited consolidated balance sheets and related statements of income of the Company and its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, Subsidiaries for such month in form consistent with past practice, no later than twenty (20) days after the terms and conditions end of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.such month. ‑17‑ 4.4
Appears in 1 contract
Samples: Recapitalization Agreement
Access to Information. Prior (a) Subject to applicable law and to the earlier terms and conditions of the Confidentiality Agreement dated March 23, 2000 between the Company and Parent (the "Confidentiality Agreement"), the Company and its subsidiaries shall afford to Parent and Subsidiary and Parent's accountants, counsel, financial advisors and other representatives (the "Parent Representatives") reasonable access during normal business hours with reasonable notice throughout the period prior to the Effective Time to all of the Company's properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly to Parent or the Parent Representatives (i) a copy of each report, schedule and other document filed by the Company pursuant to the requirements of federal or state securities laws or filed by the Company with the SEC in connection with the transactions contemplated by this Agreement, and (ii) such other information concerning the Company's business, properties and personnel as Parent shall reasonably request; provided, that the Company in responding to requests from Parent or any Parent Representative for access to records or other information of a confidential and competitively sensitive nature may, prior to expiration or termination of the waiting period under the HSR Act, limit such access to the Parent's outside accountants, counsel, financial advisors and other outside representatives. Parent and its subsidiaries shall hold and shall use their reasonable best efforts to cause the Parent Representatives to hold in strict confidence all nonpublic documents and information furnished to Parent, Subsidiary and any Parent Representative in connection with the transactions contemplated by this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and .
(b) If this Agreement is terminated, Parent shall promptly redeliver to the Company all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject nonpublic written material provided pursuant to restrictions under applicable Law this Section 8.1 and shall not unreasonably interfere with retain any copies, extracts or other reproductions in whole or in part of such written material. In such event all documents, memoranda, notes and other writings (including all electronic versions thereof) prepared by Parent based on the operations of the Companies. Panadero Corp information in such material shall be destroyed (and Parent shall use its reasonable best efforts to cause the officersParent Representatives to similarly destroy the documents, employees, consultants, agents, accountants, attorneys memoranda and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationnotes), and Buyer such destruction (and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination best efforts) shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought certified in writing by an authorized officer supervising such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsdestruction.
Appears in 1 contract
Access to Information. Prior Subject to the earlier of the termination of this Agreement in accordance compliance by Buyer with its terms and obligation under Section 11.2, Seller shall cause the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries to afford to the officers, employees and such examination authorized representatives of Buyer (including independent public accountants, financial advisors, environmental consultants and attorneys) reasonable access upon reasonable notice during normal business hours to the offices, properties, appropriate employees and business and financial records of the books Company and records of Panadero Corp its Subsidiaries to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company and its Subsidiaries as it shall be reasonably requestsrequested, including making available all such information as shall be necessary to enable Buyer or its representatives to verify the accuracy of the representations and warranties contained in this Agreement, to verify that the covenants of Seller contained in this Agreement have been complied with and to determine whether the conditions set forth in Article VII have been satisfied; provided, however, that after consultation with Buyer, the Company may restrict access and provision of information to the extent the Company reasonably believes (after consultation with counsel) necessary to (a) all material written information in its possession related to drillingcomply with existing confidentiality agreements with third parties, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and or (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with preserve legal privilege that the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries otherwise would be entitled to disclose information subject assert, if the Company reasonably believes (after consultation with counsel) that undermining such privilege would materially and adversely affect the Company’s position in any pending, or what the Company believes in good faith (after consultation with counsel) is likely to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes be future, litigation. Buyer agrees that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not such investigation shall be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought conducted in such investigation or examination in a manner that does as to not jeopardize such attorney-client privilege interfere unreasonably with the normal operations of the Company and its Subsidiaries. No investigation made by Buyer or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawits representatives hereunder shall affect the representations and warranties of Seller hereunder. Notwithstanding anything to the contrary contained hereinforegoing, prior to the Closingneither Buyer nor any of its representatives, in connection with a Phase I environmental assessment, shall undertake any sampling of environmental media or building materials without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsSeller.
Appears in 1 contract
Samples: Equity Purchase Agreement (Health Care Reit Inc /De/)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration Upon reasonable notice and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law laws relating to the exchange of information, the Company shall, and shall not unreasonably interfere with the operations cause each of the Companies. Panadero Corp shall cause its Subsidiaries to, afford to the officers, employees, consultants, agents, accountants, attorneys counsel and other representatives of Panadero Corp Parent and Parent Bank, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, records, officers, employees, accountants, counsel and other representatives and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to reasonably cooperate with Buyer Parent (i) a copy of each report, schedule, registration statement and Buyer’s representatives in connection with other document filed or received by it during such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption period pursuant to the business. In addition, no such investigation requirements of Federal securities laws or examination shall be Federal or state banking laws (other than reports or documents which the Company is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as Parent or Parent Bank may reasonably request. Neither the extent that (x) it would require Panadero Corp or Company nor any of its Subsidiaries shall be required to provide access to or to disclose information subject to where such access or disclosure would violate or prejudice the rights of the Company’s customers, jeopardize any attorney-client privilege or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(yb) legal Upon reasonable notice and subject to applicable laws relating to the exchange of information, Parent shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to such information regarding Parent and its Subsidiaries as shall be reasonably necessary for the Companies reasonably concludes that it may give rise Company to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed fulfill its obligations pursuant to applicable Law; provided this Agreement or that may be reasonably necessary for the Company to confirm that the Companies representations and warranties of Parent contained herein are true and correct and that the covenants of Parent contained herein have been performed in all material respects. Neither Parent nor any of its Subsidiaries shall use commercially reasonable efforts be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the information sought in such investigation or examination in a manner that does not rights of Parent’s customers, jeopardize such any attorney-client privilege or give rise contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(c) All information furnished by either party to the other party or its representatives pursuant hereto shall be treated as the sole property of the delivering party and, if the Merger shall not occur, the receiving party and its representatives shall return to the delivering party all of such legal issueswritten information and all documents, violate notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The receiving party shall, and shall use its best efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for ten years from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the receiving party’s possession prior to the disclosure thereof by the delivering party; (y) was then generally known to the public; or (z) was disclosed to the receiving party by a third party not bound by an obligation of confidentiality or (ii) disclosures required by law. It is further agreed that, if in the absence of a protective order or otherwise contravene applicable Law. the receipt of a waiver hereunder the receiving party is nonetheless, in the opinion of its counsel, compelled to disclose information concerning the delivering party to any tribunal or governmental body or agency or else stand liable for contempt or suffer other censure or penalty, the receiving party may disclose such information to such tribunal or governmental body or agency without liability hereunder.
(d) No investigation by either of the parties or their respective representatives shall affect the representations, warranties, covenants or agreements of the other set forth herein.
(e) Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior contrary, Parent, Parent Bank and the Company (and each of their respective employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the Closing, Panadero Corp shall exercise, consistent with tax treatment and tax structure of the terms and conditions of transactions contemplated by this Agreement, complete control and supervision all materials of its and its Subsidiaries’ operationsany kind that are provided relating to such tax treatment or tax structure; provided, however, that none of Parent, Parent Bank or the Company (nor any of their respective employees, representatives or other agents thereof) may disclose any information to the extent that such disclosure could reasonably result in a violation of any federal or state securities law.
Appears in 1 contract
Access to Information. Prior Subject to compliance with applicable Laws and the terms of any existing Contracts, each Party (the “Providing Party”) will afford to the other Party and its Representatives (the “Accessing Party”) until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms terms, continuing access to the Teranga Diligence Information or Purchaser Diligence Information, as applicable, and reasonable access during normal business hours and upon reasonable notice, to the Providing Party’s and its subsidiaries’ businesses, properties, books and records and such other data and information as the Accessing Party may reasonably request, as well as to its management personnel, provided however that (a) such access shall not unduly interfere with the conduct of the businesses of the Providing Party and (b) other than in circumstances where access to or disclosure of any information or documents would not result in the loss of attorney-client privilege, the Providing Party shall not have any obligation in response to a request by the Accessing Party to provide access to or otherwise disclose any information or documents subject to attorney-client privilege. Subject to compliance with applicable Laws and such requests not materially and unduly interfering with the ordinary conduct of the business of the Company, the Company will also make available to the Purchaser and its Representatives information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Closing Date, subject to Purchaser and its affiliates following completion of the terms Arrangement. Without limiting the generality of the provisions of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Purchaser and the Leased Real Property and (b) Company each acknowledge that all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and information provided to it under reasonable circumstancesthis Section 4.3, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation this Agreement or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or transactions contemplated hereby, is subject to the Transaction Confidentiality Agreement, which will remain in full force and (ii) shall have no right to conduct effect in accordance with its terms notwithstanding any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in other provision of this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, complete control the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent of the conflict or inconsistency and supervision all other provisions of its the Confidentiality Agreement will remain in full force and its Subsidiaries’ operationseffect. Investigations made by or on behalf of a Party, whether under this Section 4.3 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.
Appears in 1 contract
Samples: Arrangement Agreement
Access to Information. Prior (a) From the date hereof until the Closing Date and subject to applicable Laws and Section 7.4, Parent shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the earlier of the termination of this Agreement in accordance with its terms and the Closing Datepersonnel, subject to the terms of the Confidentiality Agreementaccountants, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp the Company and its Subsidiaries and such examination of the Contracts, books and records of Panadero Corp the Company and its Subsidiaries as it reasonably requestsrequests upon reasonable advance written notice (including, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose avoidance of determining the quantitydoubt, quality, geology, mineralogy in connection with obtaining representation and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiarieswarranty insurance). Any such investigation access and examination shall be conducted during regular business hours and under reasonable circumstances, circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompaniesLaw. Panadero Corp The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives Representatives of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer Parent and BuyerParent’s representatives Representatives in connection with such investigation access and examination, and Buyer Parent and its representatives Representatives shall cooperate with Panadero Corp, the Company and its Subsidiaries and their respective representatives Representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. In additionAny disclosure during such investigation to Parent or its Representatives shall not constitute any enlargement or additional representation or warranty of the Company beyond those specifically set forth in Article IV. Notwithstanding anything in this Section 7.5(a) to the contrary, no such investigation access or examination shall be permitted to the extent that it (xi) it relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, (ii) would unreasonably disrupt the operations of the Company or any of its Subsidiaries or (iii) would require Panadero Corp the Company or any of its Subsidiaries to disclose information that, in the reasonable judgment and good faith of counsel to the Company, is subject to attorney-client privilege or conflicts with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound; provided, that, in the case of (y) legal counsel for iii), Parent and the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies Company shall cooperate and use commercially reasonable efforts to provide the for information sought in such investigation or examination access in a manner that does not jeopardize any such attorney-client privilege privilege, or give rise to such legal issues, violate such protective order any applicable Law or otherwise contravene applicable Law. confidentiality obligation.
(b) Notwithstanding anything to the contrary contained herein, prior to the Closing, (i) other than in the ordinary course of business of Parent or any of its Affiliates with respect to matters not involving the transactions contemplated hereby, Parent shall not contact any customers of the Company or any of its Subsidiaries without the written consent of the Company (which may be withheld in the Company’s sole discretion); provided that the Company shall have the right to have a Representative present during any such contact in the event that it consents to such contact, and (ii) Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries without the prior written consent of the Companies, Company (which consent may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact for any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsreason).
Appears in 1 contract
Samples: Merger Agreement (IHS Markit Ltd.)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing DateClosing, subject to the terms of the Confidentiality Agreement, Buyer Purchaser shall be entitled entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries the Companies and such examination of the books and records of Panadero Corp and its Subsidiaries the Companies as it reasonably requests, including making available requests and to Buyer (a) all material written information in its possession related to drilling, subsurface exploration make extracts and testing for the purpose copies of determining the quantity, quality, geology, mineralogy such books and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariesrecords. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, circumstances and shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompaniesLaw. Panadero Corp The Selling Stockholder shall cause the its respective officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries the Companies to reasonably cooperate with Buyer Purchaser and BuyerPurchaser’s representatives in connection with such investigation and examination, and Buyer Purchaser and its representatives shall cooperate with Panadero Corpthe Selling Stockholder, its Subsidiaries the Companies and their respective representatives and shall use their reasonable efforts to minimize any disruption to the businessbusiness of the Companies in connection with such investigation and examination. In additionNotwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that (x) it Selling Stockholder or the Companies determines, in its reasonable judgment, that doing so would require Panadero Corp violate applicable Law or any a Contract or obligation of its Subsidiaries confidentiality owing to disclose information subject to a third-party, jeopardize the protection of an attorney-client privilege privilege, or (y) legal counsel for expose the Companies reasonably concludes that it may give rise to antitrust risk of liability for disclosure of sensitive or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawpersonal information. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the CompaniesSelling Stockholder, which may be withheld in the Companies’ sole discretionfor any reason, Buyer (i) Purchaser shall not contact any employees of, suppliers to, or customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies Selling Stockholder or the Transaction Companies, and (ii) Purchaser shall have no right to conduct any Phase II environmental investigation relating perform invasive or subsurface investigations of the properties or facilities of the Companies. All information provided to any real property owned by or leased Purchaser and its Affiliates and Representatives pursuant to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement (including pursuant to Section 7.4) shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior considered confidential and be subject to the Closing. Prior to terms of the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Access to Information. Prior to From the earlier of date hereof until Closing, except as prohibited by Applicable Law, Freeport shall, and shall cause the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries and such examination of the books and records of Panadero Corp to (i) afford Buyer and its Subsidiaries as it reasonably requestsrepresentatives reasonable access, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under upon reasonable circumstancesadvance notice, shall be subject to restrictions under applicable Law relevant Company Employees, the assets, mines, facilities, books and shall not unreasonably interfere with the operations records of the Companies. Panadero Corp shall Company and its Subsidiaries, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the officersCompany and its Subsidiaries as Buyer or its representatives from time to time reasonably requests, (iii) cooperate with Buyer’s and its representatives’ due diligence activities, including Buyer’s efforts to verify information about the Subject Shares and the Company Real Property and the business of the Company and its Subsidiaries and (iv) instruct relevant employees, consultantsand the counsel, agents, accountants, attorneys financial advisors and other representatives advisors of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s its representatives in connection with such their investigation and examination, and Buyer of the Company and its Subsidiaries; provided, however, that in no event shall Buyer or its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it have access to any information (A) the furnishing of which, based on the advice of Freeport’s counsel, would require Panadero Corp jeopardize any legal privilege of Freeport or any of its Subsidiaries Affiliates or (B) the furnishing of which, in the reasonable judgment of Freeport, would violate any obligation of Freeport or its Affiliates with respect to disclose information subject confidentiality (so long as, with respect to attorney-client privilege confidentiality, Freeport has made reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality, which reasonable efforts, for the avoidance of doubt, shall not include an obligation to make monetary payments) or (y) legal counsel for conduct or cause to be conducted any sampling, testing or other invasive investigation of the Companies reasonably concludes that it may give rise to antitrust air, soil, soil gas, surface water, groundwater, building materials or competition law issues or violate a protective order or otherwise may not be disclosed other environmental media. No investigation pursuant to applicable Law; provided that the Companies transactions contemplated by the Transaction Agreements shall use commercially reasonable efforts alter any representation or warranty given hereunder by Freeport or Seller Guarantor. All requests for information made pursuant to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise this Section 5.02 shall be directed to such legal issues, violate such protective order Person or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which Persons as may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right designated by Freeport from time to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationstime.
Appears in 1 contract
Access to Information. Prior From the date hereof to the earlier of the date of termination of this Agreement in accordance with its terms and pursuant to Section 11.1 or the Closing Date, subject to the terms of the Confidentiality AgreementSellers shall, Buyer and shall be entitled to make such investigation of the propertiescause Comfort Care to, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) afford Buyer, its lenders and its Representatives reasonable access from time to time to and the right to inspect all material written information in its possession of the real property, assets, premises, Contracts and other documents and data related to drillingComfort Care, subsurface exploration including the Books and testing for the purpose of determining the quantityRecords, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and during normal business hours; (b) all Licenses owned furnish Buyer, its lenders and its Representatives with such financial, operating and other data and information related to Comfort Care as Buyer or possessed by Panadero Corp or any of its SubsidiariesRepresentatives may reasonably request including in connection with the preparation of the consolidated audited financial statements of Comfort Care for 2020 and the reviewed consolidated financial statements of Comfort Care for the period ending on the Closing Date (which shall be at Buyer’s cost); and (c) instruct the Representatives of Sellers and Comfort Care to cooperate with Buyer in its investigation of Comfort Care and the preparation of the financial statements described in clause (b) of this Section 7.3; provided, however, that such access, copies and inspections shall be at the requesting Party’s expense. Any such investigation and examination pursuant to this Section 7.3 shall be conducted during regular business hours and under reasonable circumstancesin such manner as not to interfere unreasonably with the conduct of the Business of Comfort Care. Notwithstanding the foregoing provisions of this Section 7.3, shall be subject to restrictions under applicable Law and Sellers shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries be required to reasonably cooperate with grant access or furnish information to Buyer and or Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted Representatives to the extent that (xa) it would require Panadero Corp such information is of a competitively sensitive nature or is subject to an attorney/client or attorney work product privilege; provided, that in each such case the applicable Company and Subsidiary shall reasonably cooperate with Buyer to enable Buyer and its Representatives to enter into appropriate confidentiality, joint defense or similar arrangements so that Buyer and its Representatives may have reasonable access to such information, or (b) such access or the furnishing of such information is prohibited by applicable Legal Requirement or an existing contract. Notwithstanding the foregoing provisions of this Section 7.3, Buyer shall not have access to personnel records of Comfort Care relating to individual performance or evaluation records, medical histories or other information that in such entity’s good-faith opinion the disclosure of which could subject Comfort Care or any of its Subsidiaries their Affiliates to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or risk of liability. In addition, except as otherwise may not be disclosed expressly permitted pursuant to applicable Law; this Section 7.3, Buyer shall not contact any personnel of Comfort Care other than management-level employees regarding, or in connection with, the transactions contemplated by this Agreement without the express prior consent of the Sellers’ Representative, or such other Person as has been designated by the Sellers’ Representative in writing. All information provided that pursuant to this Agreement shall remain subject in all respects to the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable LawConfidentiality Agreement. Notwithstanding anything to the contrary contained hereincontrary, prior nothing herein shall be construed as granting Buyer or its Representatives access to any suppliers, customers, patients, distributors, strategic partners or brokers of Comfort Care (except in the Ordinary Course of Business of Comfort Care and unrelated to the Closingtransactions contemplated hereby), without the prior written consent of the CompaniesSellers’ Representative, which may be withheld in the Companies’ his or her sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Aveanna Healthcare Holdings, Inc.)
Access to Information. Prior To the maximum extent permitted by applicable Law and subject to the earlier Confidentiality Agreement dated as of March 20, 2012 between Parent and the termination Company (the “Confidentiality Agreement”), the Company shall afford to Parent and 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 the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to Parent all other information concerning the Company’s business, properties and personnel as Parent may reasonably request, provided that no investigation pursuant to this Agreement Section 5.3 shall affect or modify any representation or warranty or any liability with respect thereto. Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing provisions of this Section 5.3, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and Company shall not unreasonably interfere with be required to take any action that would, in the operations good faith judgment of the Companies. Panadero Corp shall cause Company, constitute a waiver of the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to attorney-client or similar privilege held by the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate confidentiality obligations owing to third parties; provided, however, that the Company shall make a protective order good faith effort to accommodate any request from Parent for access or otherwise may not be disclosed information pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination this Section in a manner that does not jeopardize result in such attorney-client privilege a waiver or give rise violation, (b) Parent shall not have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information if such legal issuesdisclosure by the Company would violate any applicable federal, violate such protective order state or otherwise contravene applicable Law. Notwithstanding anything local law and (c) any access to the contrary contained herein, prior Company’s properties shall be subject to the ClosingCompany’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing. In addition, Parent shall not contact any personnel or customers of the Company regarding the transactions contemplated by this Agreement without the express prior written consent of the Companies, which may be withheld in Chief Executive Officer of the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right Company. All information provided pursuant to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior remain subject in all respects to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Merger Agreement (Ixia)
Access to Information. Prior to (a) From the earlier of date hereof until the termination of this Agreement in accordance with its terms Effective Time and the Closing Date, subject to applicable Law and the terms of any Contract existing on the Confidentiality Agreement, Buyer shall be entitled date hereof to make such investigation which any of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries is a party, the Company shall, and such examination of shall cause its Subsidiaries to, upon reasonable advance notice from Parent, (i) provide to Parent and Parent’s Representatives reasonable access during normal business hours to the offices, properties, books and records of Panadero Corp the Company and its Subsidiaries, (ii) furnish to Parent and its Representatives such existing financial and operating data and other existing information as such Persons may reasonably request, and (iii) instruct its Representatives to reasonably cooperate with Parent and its Representatives in its investigation; provided, that no investigation pursuant to this Section 7.03(a) shall affect or be deemed to modify any of the representations or warranties made by the Company. Neither the Company nor any of its Subsidiaries as it reasonably requestsshall be required to provide access to or to disclose information where such access or disclosure could (x) result in the loss of attorney-client or other legal privilege of the Company or any of its Subsidiaries, including making available (y) contravene any applicable Law or requirements of any Governmental Entity, or (z) violate the confidentiality provision under any Contract entered into prior to Buyer the date of this Agreement; provided, however, that in each of the foregoing clauses (ax) all material written – (z), the Company shall use its reasonable best efforts to permit access to or to disclose such information in its possession related to drillinga manner that would not result in such loss, subsurface exploration and testing for contravention or violation. Notwithstanding the purpose of determining the quantityforegoing, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such a manner as not to restrictions under applicable Law and shall not unreasonably interfere with the business or operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and Company or its Subsidiaries to reasonably cooperate or otherwise result in any significant interference with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, the timely discharge by the Employees of the Company or its Subsidiaries and of their respective representatives and shall use their reasonable efforts duties. 40
(b) All information obtained by Parent pursuant to minimize any disruption to the business. In addition, no such investigation or examination this Section 7.03 shall be permitted to the extent that (x) it would require Panadero Corp kept confidential in accordance with Section 10.08. Parent shall be responsible for any unauthorized disclosure of any such information provided or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed made available pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of this Section 7.03 by its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsRepresentatives.
Appears in 1 contract
Samples: Merger Agreement (China Nepstar Chain Drugstore Ltd.)
Access to Information. Prior Subject to the earlier of Confidentiality Agreement and applicable law, the termination of this Agreement in accordance with Company shall afford Parent and its terms accountants, counsel and other representatives, reasonable access (during regular business hours upon reasonable notice) during the Closing Date, subject period from the date hereof and prior to the terms of the Confidentiality Agreement, Buyer shall be entitled Effective Time to make such investigation (i) all of the properties, businesses books, contracts, personnel, commitments and operations records of Panadero Corp the Company and its Subsidiaries and (provided, that such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and access shall not unreasonably interfere with the business and operations of the Companies. Panadero Corp shall cause Company and its Subsidiaries) and all capitalization and equity compensation information that is necessary for Parent to promptly comply with the officersrequirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, employees, consultants, agents, accountants, attorneys and other representatives (to the extent such information is in the possession of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationor its independent registered accountants, and Buyer which shall be made available in the form that the Company or its independent registered accountants possess it) and (ii) all other information concerning the business, properties and personnel (subject to reasonable procedures as the parties may agree) of the Company and its representatives shall cooperate with Panadero CorpSubsidiaries as Parent may reasonably request; provided, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to however, that the business. In addition, no such investigation or examination shall be permitted Company may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Entity applicable to the Company requires such party to restrict or prohibit access to any such properties or information. Parent shall not use any information obtained from the Company or any of its Subsidiary pursuant to the access contemplated by this Section 5.4 for any purposes other than in connection with the transactions contemplated by this Agreement, and Parent will not share, provide or sell such information to any third party or use the information in any manner that would result in a violation of any applicable law. Subject to the foregoing proviso, the Company agrees to promptly provide to Parent and its accountants, counsel and other representatives copies of such internal financial statements (xincluding Tax Returns and supporting documentation) it would require Panadero Corp as may be reasonably requested. Any information obtained from the Company or any of its Subsidiaries pursuant to disclose information the access contemplated by this Section 5.4 shall be subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Merger Agreement (Intellisync Corp)
Access to Information. Prior During the Pre-Closing Period, Parent will be entitled, through its employees and representatives, to have such access to the earlier assets, properties, business and operations of the termination of this Agreement Company and each Company Subsidiary as is reasonably necessary in accordance connection with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such Parent’s investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of Company with respect to the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariestransactions contemplated hereby. Any such investigation and examination shall will be conducted during regular business hours at reasonable times upon reasonable advance notice and under reasonable circumstances, shall except as may otherwise be subject required or restricted by Law, so as to restrictions under applicable Law and shall not unreasonably interfere with the operations limit disruption to or impairment of the CompaniesCompany’s business, and the Company will cooperate fully therein. Panadero Corp shall cause No investigation by Parent will diminish or obviate any of the officersrepresentations, employeeswarranties, consultantscovenants or agreements of the Company contained in this Agreement. In order that Parent may have full opportunity to make such investigation, agents, accountants, attorneys and other the Company will furnish the representatives of Panadero Corp Parent during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request and cause its Subsidiaries Representatives to reasonably cooperate fully with Buyer and Buyer’s such representatives of Parent in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawinvestigation. Notwithstanding anything to the contrary contained herein, nothing in this Agreement or otherwise will require the Company or any Company Subsidiary to disclose any information to Parent if such disclosure would, upon the advice of counsel (and after notice to Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law or binding agreement entered into prior to the Closingdate of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, without provided that no such agreement will constrain the prior written consent obligations of the CompaniesCompany set forth in Section 5.2); provided, which may be further, that (A) the Company will use commercially reasonable efforts during the Pre-Closing Period to provide Parent with redacted versions of any documents withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection accordance with the Companies or the Transaction and clause (ii) shall have no right above and (B) information will be disclosed subject to conduct any Phase II environmental investigation relating execution of a joint defense agreement in customary form, to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior external counsel for Parent to the Closingextent reasonably required for the purpose of complying with applicable Laws. Prior Any information or documents provided or obtained pursuant to this Section 6.2 will be subject to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Merger Agreement (Invuity, Inc.)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject (a) Subject to the terms of the Confidentiality AgreementAgreement and applicable Laws (including COVID-19 Measures), during the Interim Period, Seller shall permit and shall cause its Subsidiaries to permit Buyer shall be entitled and its authorized Representatives to make such investigation have reasonable access, during normal business hours and upon reasonable advance notice, to the management-level employees and books and records of the propertiesCompany and the Business. Seller and the Company shall also furnish, or cause to be furnished, to Buyer such financial, Tax and operating data (other than in respect of any Seller Consolidated Returns) and other information with respect to the Company and the Business and its offices, employees, businesses and operations of Panadero Corp as Buyer shall from time to time reasonably request to the extent reasonably necessary to enable Buyer to complete the Transactions. All access and its Subsidiaries investigation pursuant to this Section 6.05 shall be coordinated through the Company’s General Counsel (or such Person’s designee) and shall be conducted at Buyer’s expense and in such examination a manner as not to unreasonably interfere with the normal operations of the businesses of the Company. Buyer acknowledges that Seller and the Company are currently operating (and intend during the Interim Period to operate) their respective businesses remotely and access to the employees and books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Company and the Leased Real Property and Business may be provided on an electronic or other remote access basis, as reasonably determined by Seller.
(b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination Notwithstanding anything in this Agreement to the contrary, during the Interim Period, neither Seller nor the Company shall be conducted during regular business hours and under reasonable circumstancesrequired to provide access to or to disclose data or information where such access or disclosure would reasonably be expected to (i) jeopardize any attorney-client, shall be subject accountant-client or other privilege of the Company or Seller, (ii) contravene any Law, Contract or any other obligation of confidentiality, or (iii) relate to restrictions under applicable Law and shall not unreasonably interfere the Company’s sale process, including any information related to proposals from other Persons relating to any other potential transaction with the operations Company. Seller shall (A) promptly notify Buyer if any information is withheld by reason of the Companies. Panadero Corp shall cause exceptions in clauses (i) and (ii) of the officers, employees, consultants, agents, accountants, attorneys foregoing sentence and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (xB) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide permit the sharing of any information sought in such investigation or examination so withheld in a manner that does not jeopardize consistent with any applicable obligation, Law, or the preservation of any such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawprivilege. Notwithstanding anything in this Agreement to the contrary contained hereincontrary, prior to the Closing, without the prior written consent of the CompaniesCompany (which consent shall not be unreasonably withheld, which may be withheld in the Companies’ sole discretionconditioned or delayed), Buyer (i) shall not, and shall cause its Affiliates and its Representatives not to, contact any employees ofsupplier, suppliers tovendor, customers ofcustomer, partner or financing sources toother business relations of the Company regarding the business, Panadero Corp operations, assets, financial condition or any prospects of its Subsidiaries the Company (other than in connection with general industry research without reference to the Companies Transactions) or the Transaction and (ii) Transactions. In addition, prior to the Closing, Buyer shall have no right to conduct perform any sampling, monitoring or other surface or subsurface invasive or intrusive investigation, assessment, testing or analysis of soil, groundwater, building materials, air, or other environmental media of the sort generally referred to as a Phase II environmental investigation relating at any of the properties or facilities of the Company without the prior written consent of the Company. The Company shall have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 6.05.
(c) The terms of the Confidentiality Agreement shall continue in full force and effect. Buyer shall hold, and shall cause its Representatives (as defined in the Confidentiality Agreement) to hold, any Evaluation Material (as defined in the Confidentiality Agreement) and other information provided to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained of them in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to connection with the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent Transactions in confidence in accordance with the terms and conditions of this the Confidentiality Agreement, complete control which terms shall apply to Buyer as if it was a party thereto and supervision a “Recipient” thereunder.
(d) During the Interim Period, each party shall give written notice to the other party promptly (and in any event, within two Business Days), upon becoming aware of its and its Subsidiaries’ operationsany Effect, that, if it occurred or was continuing as of the Closing Date, would reasonably be expected to (individually or in the aggregate) result in a failure of a condition set forth in Article VII. Notwithstanding the foregoing, no such notice, nor the obligation to make (or failure to make) such notice, shall affect the representations, warranties, covenants of, or the conditions to the obligations of, any party.
Appears in 1 contract
Access to Information. Prior To the extent permitted by applicable Law and subject to the earlier Mutual Confidentiality Agreement dated as of August 4, 2011 between Parent and the termination Company (the “Confidentiality Agreement”), the Company shall afford to Parent and 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 the Company’s and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish promptly to Parent all other information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request, provided, that no investigation pursuant to this Agreement Section 5.3 shall affect or modify any representation or warranty or any liability with respect thereto. Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement. Notwithstanding the foregoing provisions of this Section 5.3, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and Company shall not unreasonably interfere with be required to take any action that would, in the operations good faith judgment of the Companies. Panadero Corp shall cause Company, constitute a waiver of the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to attorney-client or similar privilege held by the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate confidentiality obligations owing to third parties; provided, however, that the Company shall make a protective order good faith effort to accommodate any request from Parent for access or otherwise may not be disclosed information pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination this Section in a manner that does not jeopardize result in such attorney-client privilege a waiver or give rise violation, and (b) Parent shall not have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information that in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent for access or information pursuant to this Section in a manner that does not result in such legal issuesa waiver or violation. In addition, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to Parent shall not contact any personnel of the contrary contained herein, prior to Company regarding the Closing, transactions contemplated by this Agreement without the express prior written consent of the Companies, which may be withheld in Chief Executive Officer of the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right Company. All information provided pursuant to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior remain subject in all respects to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Merger Agreement (Ixia)
Access to Information. Prior (a) During the Pre-Closing Period, (i) the Company shall afford Parent and its Representatives reasonable access, upon reasonable notice, during business hours to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation (A) all of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books books, Contracts and records of Panadero Corp the Company and each Subsidiary, (B) data reasonably requested by Parent regarding the Company’s equity incentive awards and related Tax compliance information and (C) all other information concerning the Company, the Business, results of operations, accounting methods, product development efforts, properties (tangible and intangible, including Intellectual Property) and personnel of the Company or any Subsidiary as Parent may reasonably request and (ii) the Company shall maintain the virtual data room established in connection with the Original Agreement and provide Parent and its Subsidiaries Representatives access thereto; provided that with respect to clause (i), any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as it reasonably requests, including making available not to Buyer unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent (aA) all material written information in its possession to the extent related to drillingan Acquisition Proposal, subsurface exploration Change of Recommendation, Notice of Superior Proposal or Notice of Intervening Event (except as otherwise required by the terms of this Agreement) or (B) if such disclosure would (i) result in the disclosure of any trade secrets of any third party, (ii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (iii) contravene any applicable Legal Requirement, fiduciary duty, Contract or any obligation of the Company with respect to confidentiality or privacy (so long as the Company has reasonably cooperated with Parent in an effort to permit such inspection of or to disclose such information on a basis that does not contravene any such obligations with respect thereto); provided that information shall be disclosed subject to execution of a joint defense agreement in customary form, and testing disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of determining complying with applicable Antitrust Laws. With respect to the quantityinformation disclosed pursuant to this Section 5.4, qualityParent shall comply with, geologyand shall instruct Parent’s Representatives to comply with, mineralogy and other aspects all of any mineral reserves on its obligations under the Owned Real Property and the Leased Real Property and Confidentiality Agreement.
(b) all Licenses owned No information or possessed by Panadero Corp or its Subsidiaries. Any such knowledge obtained in any investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies this Section 5.4 shall use commercially reasonable efforts affect or be deemed to provide the information sought in such investigation modify any representation, warranty, covenant, agreement or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary condition contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Acacia Communications, Inc.)
Access to Information. Prior (a) During the Pre-Closing Period, upon advanced reasonable notice, the EDR Parties shall, at TKO’s sole cost and expense, afford TKO and its authorized representatives reasonable access to the earlier of the termination of this Agreement in accordance with its terms offices, properties and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records (including Transferred Employee Records, to the extent permitted by applicable Law) of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Transferred Entities and the Leased Real Property other members of the EDR Group (solely in respect of the Businesses, Transferred Assets, Transferred Liabilities and (bBusiness Employees) all Licenses owned as TKO and such representatives may reasonably request for purposes of consummating the Transaction or possessed by Panadero Corp or its Subsidiaries. Any preparation therefor; provided, however, that any such investigation and examination access shall be conducted during regular normal business hours hours, under the supervision of the EDR Parties’ personnel and under reasonable circumstances, shall be subject in such a manner as not to restrictions under applicable Law and shall not unreasonably interfere with the normal operations of the Companies. Panadero Corp shall cause Businesses or the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable LawEDR Group. Notwithstanding anything to the contrary contained hereinin this Agreement, prior the EDR Parties shall not be required to the Closingdisclose any information to TKO if (x) such disclosure would, without the prior written consent of the Companies, which may be withheld in the CompaniesEDR Parties’ sole reasonable discretion, Buyer (i) shall not contact jeopardize any employees ofattorney-client or other legal privilege or (ii) contravene any applicable Law (including other Antitrust Laws), suppliers tofiduciary duty, customers ofconfidentiality obligation or Contract to which any member of the EDR Group is a party or (y) the EDR Parties or any of their Affiliates (including the Transferred Entities), or financing sources toon the one hand, Panadero Corp and TKO or any of its Subsidiaries Affiliates, on the other hand, are adverse parties in connection any Action and such information is reasonably pertinent thereto; provided that if disclosure is restricted pursuant to the foregoing, the EDR Parties shall, to the extent legally permissible, reasonably necessary and practicable, cooperate with TKO and make appropriate substitute arrangements. Neither the auditors nor the independent accountants of the EDR Parties or their respective Affiliates (including the Transferred Entities) shall be obligated to make any work papers available to any Person under this Agreement unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so reasonably requested by the EDR Parties at any time during the Pre-Closing Period or following the Closing Date, TKO shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with the Companies EDR Parties or other members of the Transaction and EDR Group to avoid the loss of attorney client privilege with respect to any information to be provided to TKO pursuant to this Section 5.03 during the Pre-Closing Period or following the Closing Date.
(iib) Nothing provided to TKO pursuant to Section 5.03(a) shall have no right to conduct in any Phase II environmental investigation relating to any real property owned by way amend or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corpdiminish TKO’s or its SubsidiariesAffiliates’ operations prior obligations under the confidentiality agreement between EGH and TKO PubCo dated as of June 17, 2024 (the “Confidentiality Agreement”). TKO acknowledges and agrees that any information provided to the Closing. Prior TKO pursuant to the Closing, Panadero Corp Section 5.03(a) or otherwise by any EDR Related Party shall exercise, consistent with be subject to the terms and conditions of the Confidentiality Agreement. The terms of the Confidentiality Agreement are hereby incorporated herein by reference.
(c) After the Closing Date, TKO shall and shall cause its controlled Affiliates to, on the one hand, and the EDR Parties shall and shall cause their controlled Affiliates to, on the other hand, grant to the other reasonable access to financial records and other information in their possession as of the Closing Date related to their conduct of the Businesses and such cooperation and assistance, in each case, as shall be reasonably required to enable them to complete their legal, regulatory, stock exchange and financial reporting requirements and for any other reasonable business purpose, including in respect of litigation and insurance matters, but excluding disputes under this AgreementAgreement or any Ancillary Agreement (it being understood and agreed that the limitations provided in the second sentence of Section 5.03(a) shall apply mutatis mutandis to any access provided pursuant to this Section 5.03(c)). TKO, complete control on the one hand, and supervision the EDR Parties, on the other hand, shall promptly reimburse the other for such other’s reasonable out-of-pocket expenses associated with requests made by such first party under this Section 5.03(c), but no other charges shall be payable by the requesting party to the other party in connection with such requests.
(d) TKO acknowledges and agrees that (i) certain records may contain information relating to the Remaining EDR Group or their respective Affiliates, other than information relating solely to the Businesses and the Transferred Entities, and that the Remaining EDR Group may retain copies thereof and (ii) prior to making any records available to TKO, the EDR Parties may redact any portions thereof that relate to any member of its the Remaining EDR Group or any of their respective Affiliates (other than the Businesses, Transferred Assets, Transferred Liabilities, Business Employees or the Transferred Entities).
(e) This Section 5.03 shall not govern access to Tax Returns and its Subsidiaries’ operationsTax information, which shall instead be governed by Article VIII.
Appears in 1 contract
Samples: Transaction Agreement (Endeavor Group Holdings, Inc.)
Access to Information. Prior From the date hereof until the Closing, Transferor shall (a) afford Acquiror and its Representatives reasonable access to and the right to inspect all of the assets, premises, Inventory, Books and Records, Contracts and other documents and data related to the earlier of the termination of this Agreement in accordance Business; (b) furnish Acquiror and its Representatives with its terms such financial, operating and the Closing Date, subject other data and information related to the terms Business as Acquiror or any of its Representatives may reasonably request; and (c) instruct the Confidentiality Agreement, Buyer shall be entitled Representatives of Transferor to make such cooperate with Acquiror in its investigation of the propertiesBusiness; provided, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requestshowever, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of that any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular normal business hours upon reasonable advance notice to Transferor, under the supervision of Transferor’s personnel and under reasonable circumstances, shall be subject in such a manner as not to restrictions under applicable Law and shall not unreasonably interfere with the operations conduct of the CompaniesBusiness or any other businesses of Transferor. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries All requests by Acquiror for access pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination this Section 6.02 shall be permitted submitted or directed exclusively to the extent that (x) it would require Panadero Corp Xxxxxxx Xxxxxx or any of its Subsidiaries such other individuals as Transferor may designate in writing from time to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawtime. Notwithstanding anything to the contrary contained hereinin this Agreement, Transferor shall not be required to disclose any information to Acquiror if such disclosure would, in Transferor’s sole discretion: (y) jeopardize any attorney-client or other privilege, or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the CompaniesTransferor, which may be withheld in the Companies’ sole discretionfor any reason, Buyer (i) Acquiror shall not contact any employees of, suppliers to, or customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction Business and (ii) Acquiror shall have no right to conduct any Phase II environmental investigation relating perform invasive investigations of the Leased Real Property. Acquiror shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any real property owned access or information provided pursuant to this Section 6.02. No investigation by Acquiror or leased to Panadero Corp and/or its Subsidiaries. Nothing contained other information received by Acquiror shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Transferor in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Asset Acquisition Agreement (Cesca Therapeutics Inc.)
Access to Information. Prior During the Pre-Closing Period, the Company shall, and shall cause its Subsidiary to, afford to the earlier of the termination of this Agreement in accordance with its terms and the Closing DateCounterparty’s directors, subject to the terms of the Confidentiality Agreementmanagers, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys counsel and other representatives of Panadero Corp representatives, reasonable access, upon reasonable notice, during normal business hours and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize unreasonably disrupt or interfere with the Company’s business operations, to all of the Company’s and its Subsidiary’s properties and facilities, books, Contracts, management personnel and records as the Counterparty shall reasonably request, and, during such attorney-client privilege or give rise to such legal issuesperiod, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything the Company shall, and shall cause the Company’s Subsidiary to, furnish promptly to the contrary contained hereinCounterparty such information concerning its business, prior operations, properties, assets and personnel as the Counterparty may reasonably request; provided that any access to third parties other than management personnel of the Closing, without Company (i) shall require the prior written consent of the CompaniesCompany (such consent not to be unreasonably conditioned, which may be withheld in the Companies’ sole discretion, Buyer (ior delayed) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) may be conditioned (in the Company’s sole discretion) on the presence of representatives of the Company during any such access. Any access or information provided pursuant to this Section 6.2 shall have no not limit or otherwise affect the remedies available to the Counterparty hereunder (including the Counterparty’s right to conduct any Phase II environmental investigation relating indemnification pursuant to any real property owned by Article VIII), or leased the representations or warranties of, or the conditions to Panadero Corp and/or its Subsidiaries. Nothing contained the obligations of, the Parties set forth in this Agreement Agreement. Any information provided pursuant to this Section 6.2 shall be construed subject to give the Confidentiality Agreement. Notwithstanding the foregoing, no Person shall be required pursuant to Buyer, directly this Section 6.2 to provide access or indirectly, rights disclose information where such access or disclosure would result in the loss of any attorney-client privilege or be prohibited under applicable Law or by the terms of any agreement to control or direct Panadero Corp’s which the Company or its Subsidiaries’ operations prior to Subsidiary is a party as of the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions date of this Agreement, complete control and supervision ; provided that the Company shall work with the Counterparty in good faith to seek to develop substitute arrangements for providing such access or information that does not result in the loss of its and its Subsidiaries’ operationssuch privilege or is not prohibited under such Law or agreement.
Appears in 1 contract
Access to Information. Prior (a) Subject to compliance with applicable Laws and the terms of any existing Contracts, each of the Company and the Parent will, and will cause its respective subsidiaries to, afford to the other and its Representatives, until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms terms, and the Closing Datereasonable access, subject during normal business hours and upon reasonable notice, to the terms of the Confidentiality Agreementits respective businesses, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records and such other data and information as the other may reasonably request, as well as to their respective management personnel, subject, however, to such access not interfering with the ordinary conduct of Panadero Corp its businesses. Subject to compliance with applicable Laws and such requests not materially interfering with the ordinary conduct of the business of the Company, the Company will also make available to the Purchaser and its Subsidiaries Representatives all information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company and the Purchaser and its affiliates following completion of the Acquisition.
(b) Other than as it may be required in respect of information requested by Governmental Authorities in connection with obtaining the Required Regulatory Approvals, nothing in this Section 7.1 or in any other provision of this Agreement will require the Company or the Parent, or its respective subsidiaries, to disclose information if such disclosure would violate a written confidentiality agreement with a third party or customer specific or competitively sensitive information (“Confidential Data”). For greater certainty, until the Effective Time, access to and exchange of Confidential Data as between the Parties will be limited to what is reasonably requestsnecessary for the purposes of securing all necessary regulatory approvals, including making available the preparation and settlement of definitive documents and the advancement of the Acquisition and will be limited such that the dissemination of Confidential Data will be confined to Buyer (a) all material written the Representatives of the Parties and their counsel who have a need to know such information for such purposes and who agree to respect such confidentiality in its possession related to drilling, subsurface exploration and testing for their dealings with Confidential Data. For the purpose of determining the quantitythis Section 7.1(b), quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption counsel to the business. In addition, no such investigation or examination Purchaser shall be permitted include counsel to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsParent.
Appears in 1 contract
Access to Information. Prior (a) Upon reasonable prior notice to the earlier executive officer or other Person designated by Seller and subject to applicable Laws relating to the exchange of information, Seller, shall, and shall cause each of its Subsidiaries to, afford to the termination officers, employees, accountants, counsel and other Representatives of Buyer, reasonable access, during normal business hours during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to all of its properties, books, contracts, commitments and records (other than confidential information contained in personnel files to the extent the disclosure of such information is prohibited by privacy Laws). Seller also shall provide Buyer with reasonable access to Seller's officers, employees and agents. Neither Seller nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would materially interfere with the conduct of its business, contravene any Law or binding agreement entered into prior to the date of this Agreement, or would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege. If any access or disclosure of information is not provided by Seller pursuant to the preceding sentence, then Seller shall inform Buyer that access and disclosure is not being so provided, and Seller and its Subsidiaries will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Any and all information furnished by one party to the other party or its Representatives under this Agreement shall, (i) in the case of any such information provided by Seller or any of its Representatives to Buyer, Merger Sub or any of their respective Representatives, be kept confidential by Buyer, Merger Sub and their respective Representatives in accordance with the terms of the Confidentiality Agreement and (ii) in the case of any information provided by Buyer, Merger Sub or any of their respective Representatives to Seller or its terms Representatives, be kept confidential by Seller and its Representatives to the Closing Date, subject same extent that Buyer or its Representatives are required to keep Evaluation Material (as defined in the Confidentiality Agreement) confidential pursuant to the terms of the Confidentiality Agreement, Buyer shall be entitled to make and in each case all such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries affect or be deemed to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize modify any disruption to the business. In addition, no such investigation representation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretionwarranty made by Seller, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained Merger Sub in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Access to Information. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject Bay Net Financial and the Bank shall permit Sterling and Sterling’s representatives (including, without limitation, its attorneys, accountants and structural and environmental experts) to the terms have access during regular business hours, upon prior reasonable notice, to all of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses properties and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp the Bay Net Companies as Sterling may from time to time reasonably request. Bay Net Financial will cause Bay Net Financial and its Subsidiaries as it reasonably requestsBank to permit Sterling and Sterling’s representatives to make copies of such books, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy records and other aspects documents at Sterling’s expense and upon the consent of Bay Net Financial, which shall not be unreasonably withheld or delayed, to discuss the business affairs, condition (financial and otherwise), and assets of the Bay Net Companies with such officers, employees and agents of Bay Net Financial and Bank as Sterling or Sterling’s representatives deem reasonably necessary or appropriate. Any such investigations and any mineral reserves on information obtained by Sterling shall not affect any representations and warranties made by Bay Net Financial hereunder. Notwithstanding the Owned Real Property and foregoing, Sterling shall not be granted access to or copies of portions of the Leased Real Property and minutes of the Bay Net Financial or Bank Boards of Directors discussion of this Agreement or the transactions contemplated hereby.
(b) all Licenses owned Sterling and Bay Net Financial and the Bank shall provide each other promptly with information as to any significant developments in the performance of this Agreement or possessed by Panadero Corp in any document or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives agreement delivered in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives this Agreement and shall use their reasonable efforts to minimize any disruption to promptly notify the business. In addition, no such investigation or examination shall be permitted to the extent other if either discovers that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction representations and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing warranties contained in this Agreement shall or in any document delivered in connection with this Agreement was or were not true and correct in all material respects or becomes or became untrue or incorrect in any material respect or any covenant has been breached or is expected to be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent breached with the terms and conditions passage of this Agreement, complete control and supervision of its and its Subsidiaries’ operationstime.
Appears in 1 contract
Access to Information. Prior to (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with ARTICLE 10, the Company shall (and shall cause each of its terms and the Closing Date, subject Subsidiaries to) afford to the terms Representatives of the Confidentiality AgreementParent and Purchaser reasonable access, Buyer shall be entitled in a manner not disruptive to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause business of the officersCompany and its Subsidiaries, employeesduring normal business hours and upon reasonable notice, consultantsto the properties, agentsbooks, accountants, attorneys records and executive officers and other representatives senior managerial employees of Panadero Corp the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish to reasonably cooperate with Buyer such Representatives all information concerning the business, properties and Buyer’s representatives in connection with such investigation and examination, and Buyer personnel of the Company and its representatives Subsidiaries, in each case as may reasonably be requested; provided, however, that nothing herein shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to require the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Company or any of its Subsidiaries to disclose any information subject to Parent or Purchaser if such disclosure would, notwithstanding the use of clean rooms, clean teams, joint defense or common interest agreements or other customary safeguards, reasonably be expected to (i) cause significant competitive harm to the Company and its Subsidiaries if the Transactions were not consummated, (ii) violate applicable Law or request or requirement of any Governmental Authority, (iii) waive any attorney-client or other legal privilege or (yiv) legal counsel for violate any confidentiality agreement in existence on the Companies reasonably concludes that it may give rise date hereof to antitrust which the Company or competition law issues or violate any of its Subsidiaries is a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies party. The Parties shall use commercially take reasonable efforts to provide implement procedures to eliminate or minimize the information sought foregoing concerns and facilitate the sharing of information. After the date hereof, the Company shall allow Representatives of Parent and Purchaser, at the expense of Parent, to access the books, records, vendors and contractors involved in the matters described on the first page of Schedule 7.1(i) of the Company Disclosure Schedule in order to enable Parent to conduct additional review and evaluation of such investigation or examination in a manner that does not jeopardize such attorneymatters and for integration planning purposes. Parent shall reimburse the Company for any reasonable incremental out-client privilege or give rise of-pocket expenses incurred by the Company to such legal issuesvendors and contractors as a result of such access, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained hereinreview and evaluation.
(b) Each of Parent and Purchaser agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information obtained pursuant to this Section 8.1 for any competitive or other purpose unrelated to the consummation of the Transactions. The Confidentiality Agreement shall apply with respect to information furnished under this Section 8.1 by the Company, its Subsidiaries and their Representatives. Prior to the Closing, each of Parent and Purchaser shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other than senior executives), customers, suppliers, distributors, labor unions, landlords, lessors, banks or other lenders of the Company and its Subsidiaries, or, except as required pursuant to Section 8.2, any Governmental Authority, regarding the business of the Company, this Agreement or the Transactions without the prior written consent of the CompaniesCompany, which may be withheld in the Companies’ sole discretion, Buyer (i) consent shall not contact any employees ofbe unreasonably withheld, suppliers to, customers of, conditioned or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsdelayed.
Appears in 1 contract
Access to Information. Prior to (a) Sellers agree that, between the Execution Date and the earlier of the termination of Closing Date and the date on which this Agreement is terminated in accordance with its terms and Section 4.4, the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer Purchaser shall be entitled entitled, through its officers, employees, counsel, accountants and other authorized representatives, agents and contractors (“Representatives”), to have such reasonable access to and make such reasonable investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records records, properties, businesses, assets, Employees, accountants, auditors, counsel and operations of Panadero Corp and its Subsidiaries Sellers as it the Purchaser’s Representatives may reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariesrequest. Any such investigation investigations and examination examinations shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, including Sellers’ right to have its Representative accompany the Purchaser upon the Leased Real Property at the time of any inspection or examination and shall be subject to restrictions under applicable Law Law. Pursuant to this Section 9.2, Sellers shall furnish to the Purchaser and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officersits Representatives such financial, employees, consultants, agents, accountants, attorneys operating and property related data and other representatives of Panadero Corp and its Subsidiaries information as such Persons reasonably request. Sellers shall use commercially reasonable efforts to cause their Representatives to reasonably cooperate with Buyer the Purchaser and Buyerthe Purchaser’s representatives Representatives in connection with such investigation investigations and examinationexaminations, and Buyer the Purchaser shall, and shall use its representatives shall commercially reasonably efforts to cause its Representatives to, reasonably cooperate with Panadero Corp, its Subsidiaries Sellers and their respective representatives Representatives and shall use their reasonable efforts to minimize any disruption to the business. In additionBusiness; provided, no such investigation or examination shall be permitted however, that the access granted to the extent that (x) it would require Panadero Corp or Representatives pursuant to this Agreement shall not constitute nor be construed as a waiver of any applicable legal privilege of its Subsidiaries to disclose information subject to Sellers, including the attorney-client privilege or privilege.
(yb) legal counsel for From and after the Companies reasonably concludes that it may Closing Date, Sellers shall give rise the Purchaser and the Purchaser’s Representatives reasonable access during normal business hours to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant the offices, facilities, plants, properties, assets, Employees, Documents (including, without limitation, any Documents included in the Excluded Assets), personnel files and books and records of Sellers pertaining to applicable Law; provided that the Companies Business. In connection with the foregoing, Sellers shall use commercially reasonable efforts to provide cause their Representatives to furnish to the Purchaser such financial, technical, operating and other information sought pertaining to the Business as the Purchaser’s Representatives shall from time to time reasonably request and to discuss such information with such Representatives. Without limiting the generality of the foregoing, Sellers shall, and shall use commercially reasonable efforts to cause each of their Affiliates to, cooperate with the Purchaser as may reasonably be requested by the Purchaser for purposes of (i) enabling an independent accounting firm selected by the Purchaser to conduct an audit of the Business, including access to HUSA’s independent auditors’ working papers pertaining to the Business or the Purchased Assets including any environmental assessment; (ii) undertaking, with the consent of HUSA, which consent shall not be unreasonably withheld or delayed, any study of the condition or value of the Purchased Assets; and (iii) undertaking any study relating to Sellers’ compliance with Laws; and Sellers acknowledges that information or access may be requested and used for such purpose.
(c) From and after the Closing Date, the Purchaser shall give Sellers and Sellers’ Representatives reasonable access during normal business hours to the offices, facilities, plants, properties, assets, Employees, Documents (including, without limitation, any Documents included in such investigation the Purchased Assets), personnel files and books and records of the Purchaser pertaining to (i) the conduct of the Business or examination in a manner ownership of the Purchased Assets prior to the Closing Date or (ii) the Excluded Assets and the Excluded Liabilities; provided, however, that does the access granted to Sellers’ Representatives pursuant to this Section 9.2(c) shall not jeopardize such include access to materials that are protected by attorney-client privilege or give rise any other applicable legal privilege. In connection with the foregoing, the Purchaser shall use commercially reasonable efforts to cause its Representatives to furnish to Sellers such legal issuesfinancial, violate such protective order technical, operating and other information pertaining to (i) the conduct of the Business or otherwise contravene applicable Law. Notwithstanding anything to ownership of the contrary contained herein, Purchased Assets prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, Closing Date or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) the Excluded Assets and the Excluded Liabilities, in each case, as Sellers’ Representatives shall have no right from time to time reasonably request and to discuss such information with such Representatives. Without limiting the generality of the foregoing, the Purchaser shall, and shall use commercially reasonable efforts to cause each of its Affiliates to, cooperate with Sellers as may reasonably be requested by Sellers for purposes of enabling an independent accounting firm selected by Sellers to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations an audit of the Business for periods prior to the Closing. Prior Closing Date, including access to the Closing, Panadero Corp shall exercise, consistent with Purchaser’s independent auditors’ working papers pertaining to the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsBusiness or the Purchased Assets prior to the Closing Date.
Appears in 1 contract
Access to Information. Prior (a) Subject to the earlier Confidentiality Agreement dated as of March 17, 1999, between SCHWAB and UST (as it may be amended from time to time, the "Confidentiality Agreement"), UST and the UST Subsidiaries shall afford SCHWAB, and XXXXXX'x officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with to all its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books books, contracts, commitments, personnel and records of Panadero Corp and its Subsidiaries as it reasonably requestsand, including making available during such period, UST shall furnish promptly to Buyer SCHWAB (a) all material written information in its possession related to drillinga copy of each report, subsurface exploration and testing for the purpose of determining the quantityschedule, quality, geology, mineralogy registration statement and other aspects document filed by UST or its Subsidiaries during such period pursuant to the requirements of any mineral reserves on the Owned Real Property and the Leased Real Property United States Federal or state banking or securities laws and (b) all Licenses owned or possessed by Panadero Corp other information concerning UST's or its Subsidiaries' business, properties and personnel as SCHWAB may reasonably request. Any such investigation Except as required by law, SCHWAB will hold, and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall will cause the its officers, employees, consultants, agents, accountants, attorneys counsel, financial advisors and other representatives of Panadero Corp and its Subsidiaries affiliates to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationhold, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose nonpublic information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyerreceived from UST, directly or indirectly, rights in accordance with the Confidentiality Agreement.
(b) Subject to control or direct Panadero Corp’s or its Subsidiaries’ operations the Confidentiality Agreement, SCHWAB agrees to provide to UST, from time to time prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions Effective Time or termination of this Agreement, complete control and supervision of its such information as UST shall reasonably request with respect to SCHWAB and its Subsidiaries’ business, financial condition and operations. Except as provided by law, UST will hold, and will cause its officers, employees, accountants, counsel, financial advisors and other representatives to hold, any nonpublic information received from SCHWAB, directly or indirectly, in accordance with the Confidentiality Agreement.
(c) Neither SCHWAB nor UST nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of SCHWAB or UST, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(d) No investigation by either of the parties or their respective representatives shall affect the representations and warranties of the other set forth herein.
Appears in 1 contract
Access to Information. Prior The Company will provide Parent and its accountants, counsel and other representatives (a) reasonable access during normal business hours and upon prior reasonable notice to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject Company to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation all (i) of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books books, Contracts, commitments and records of Panadero Corp and its Subsidiaries as it reasonably requeststhe Company, including making all Company Intellectual Property; (ii) other reasonably available information concerning the business, properties and personnel (subject to Buyer restrictions imposed by applicable Law) of the Company as Parent may reasonably request; and (aiii) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property Employees as identified by Parent; and (b) all Licenses owned or possessed copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request, in each case of clauses “(a)” and “(b)” solely in connection with Parent’s efforts to consummate the transactions contemplated by Panadero Corp or its Subsidiaries. Any this Agreement; provided, that such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall access does not unreasonably interfere with the normal business operations of the Companies. Panadero Corp shall cause Company, or allow for any invasive or subsurface sampling, testing or investigations of the officers, employees, consultants, agents, accountants, attorneys and other representatives properties or facilities of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable LawCompany. Notwithstanding anything to the contrary contained in this Section 6.2, the Company shall not be required to disclose any information in breach or violation of confidentiality obligations under any Contracts, but the Company shall be required to disclose to Parent as much information as it can without violating such confidentiality obligations and shall promptly notify Parent if any information requested or otherwise required to be provided pursuant to this Section 6.2 is subject such confidentiality obligations. No information or knowledge obtained in any investigation pursuant to this Section 6.2 or otherwise will affect or be deemed to amend or modify any representation or warranty set forth herein, prior the Disclosure Letter, the conditions to the Closing, without the prior written consent obligations of the Companies, which may be withheld parties to consummate the Merger in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent accordance with the terms and conditions provisions hereof or otherwise limit, affect or prejudice in any way the rights and remedies of Parent. All requests for information made pursuant to this Agreement, complete control and supervision Section 6.2 must be directed to a designated officer of its and its Subsidiaries’ operationsthe Company or such Person as may be designated from time to time by the Company’s officers.
Appears in 1 contract
Access to Information. Prior (a) From the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives prompt and reasonable access during normal business hours and, with reasonable advance notice to the earlier Company's general counsel, to the offices, properties, personnel, books and records of the termination Company and its Subsidiaries as such Persons may reasonably request, (ii) furnish to Parent, 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 the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the business of the Company and its Subsidiaries. All nonpublic information provided to, or obtained by, Parent pursuant to this Agreement Section 6.02 in connection with the transactions contemplated hereby shall be treated in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality AgreementAgreement previously executed by or on behalf of Parent and the Company (the "CONFIDENTIALITY AGREEMENT"). Notwithstanding the foregoing, Buyer the Company shall not be entitled required to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as provide any information which it reasonably requestsbelieves it may not provide to Parent by reason of applicable law, including making available rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any Subsidiary is required to Buyer (a) all material written keep confidential by reason of contract, agreement or understanding with third parties entered into prior to the date hereof, PROVIDED, that the fact of its nondisclosure is communicated to the general counsel of Parent, in which case the Company shall only disclose such information to appropriate representatives of Parent under appropriate arrangements, if available, which would not reasonably be expected to result in its possession related to drillinga violation of applicable law, subsurface exploration and testing for the purpose of determining the quantityrules, qualityregulations, geologywaive attorney/client privilege or violate any contract, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and agreement or understanding.
(b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation Notwithstanding Section 6.02(a) and examination shall be conducted during regular business hours and under reasonable circumstancesin addition to the restrictions imposed on Parent pursuant to the Confidentiality Agreement, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with from the operations date hereof through the earlier of the Companies. Panadero Corp shall cause Effective Time or the officerstermination of this Agreement, employees, consultants, agents, accountants, attorneys Parent and other representatives of Panadero Corp Merger Subsidiary and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies their Affiliates shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyernot, directly or indirectly, rights (i) solicit or cause others to control solicit any employee of the Company or direct Panadero Corp’s its Subsidiaries or attempt to influence, persuade or induce any such employee to terminate his employment with the Company or its Subsidiaries’ operations prior , or (ii) hire or make any offer of employment, or cause others to hire or make any offer of employment, to any such employee, other than the Closing. Prior hiring, making any offer of employment to the Closingor causing others to hire or make any offer of employment to, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsany employee who seeks employment on an unsolicited basis or in response to a general advertisement or solicitation.
Appears in 1 contract
Access to Information. Prior to From the earlier of the termination date of this Agreement in accordance with until the Effective Time, the Company shall, and shall cause each of its terms Subsidiaries to, at Parent’s sole cost and the Closing Dateexpense, subject afford reasonable access to the terms Parent and Parent’s Representatives, during normal business hours and upon reasonable advance written request of the Confidentiality AgreementParent, Buyer shall be entitled to make such investigation of (a) the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books books, Contracts and records of Panadero Corp or other information concerning the business, properties and personnel of the Company and its Subsidiaries as it reasonably requestsSubsidiaries, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or personnel of the Company and its Subsidiaries. Any such investigation , in each case as reasonably requested or identified by Parent, that is necessary, proper or advisable for purposes of performing reasonable diligence on the Company and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives business or in furtherance of or in connection with this Agreement or the transactions contemplated hereby or preparation of post-Closing integration, or as otherwise contemplated or permitted under this Agreement (including Section 5.7). Any access pursuant to this Section 5.5 shall be coordinated through the General Counsel of the Company or the designees thereof, and shall use their reasonable efforts be conducted under the supervision of appropriate personnel of the Company and in such manner as not to minimize unreasonably interfere with the conduct of the business of the Company. No investigation or access permitted or granted pursuant to this Section 5.5 shall affect or be deemed to modify any disruption representation, warranty, covenant or agreement contained herein, the conditions to the business. In addition, no such investigation or examination shall be permitted obligations of the Parties to consummate the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for transactions contemplated hereby in accordance with the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order terms and provisions hereof or otherwise may not limit, prejudice or affect in any way the rights and remedies available to Parent, Merger Sub and Merger Sub 2, nor shall any such information, knowledge or investigation be disclosed pursuant deemed to applicable Law; provided that affect or modify Parent’s, Merger Sub’s and Merger Sub 2’s reliance on the Companies shall use commercially reasonable efforts to provide representations, warranties, covenants and agreements made by the information sought Company in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawthis Agreement. Notwithstanding anything to the contrary contained hereinin this Section 5.5, prior the Company shall not be obligated to provide access to or disclose any information if such access or disclosure would, in the Closing, without the prior written consent reasonable judgment of the CompaniesCompany (after consultation with outside counsel), which may be withheld in the Companies’ sole discretion, Buyer (i) violate any applicable Laws (including privacy laws), (ii) jeopardize any attorney-client privilege, (iii) violate any confidentiality or other obligations of the Company or its Affiliates or any of its or their respective Representatives to any third party, or (iv) result in the disclosure of any competitively sensitive information if the Closing does not occur (other than to members of a restricted clean team in accordance with applicable Law); provided that in the case of clauses (i), (ii) and (iii), the Company shall, and shall not contact any employees of, suppliers cause its Representatives and Subsidiaries to, customers ofcooperate with Parent and Parent’s Representatives and use the Company’s and its Subsidiaries’ reasonable best efforts to provide such access or disclose such information in a manner that would not result in the loss of attorney-client privilege, violation of applicable Law or financing sources toviolation of an obligation to any third party, Panadero Corp including, (x) providing such information only to external counsel for Parent on an external counsel only basis, (y) enabling Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements, and (z) using reasonable best efforts to obtain any necessary third-party consents. Notwithstanding anything to the contrary in this Section 5.5, neither Parent nor its Representatives shall
(a) contact or have any discussions with any of the employees of the Company or any of its Subsidiaries below the level of Vice President (or, if no such position exists with respect to any particular area of the Company’s or its applicable Subsidiary’s organization, its equivalent), unless in connection each case an employee of the Company or any of its Subsidiaries above the level of Senior Vice President at the Company or its applicable Subsidiary has (1) made such employee available or (2) given written consent to such contact or discussions, (b) without the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (1) initiate contact with any material distributors, sales representatives, vendors, suppliers, licensees, or landlords of the Companies Company or any of its Subsidiaries specifically regarding the Transaction transactions contemplated by this Agreement (and which shall specifically exclude all contacts and discussions not relating to the transactions contemplated by this Agreement), or (2) perform any onsite procedure or investigation (including any onsite environmental investigation or study) that involves (i) physical disturbance or damage to any asset or property or any portions thereof, (ii) shall have no right sampling or testing of any environmental media (including soil and groundwater) or (iii) physically visiting a warehouse or other non-retail location operated by the Company or any of its Subsidiaries unless an employee of the Company or any of its Subsidiaries above the level of Executive Vice President at the Company or its applicable Subsidiary has given prior written consent to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiariessuch onsite visit. Nothing contained in this Agreement Section 5.5 shall be construed to give to Buyerprohibit, directly limit or indirectlyrestrict any communications, rights to control contacts or direct Panadero Corp’s or its Subsidiaries’ operations prior other activities as between Parent and the Parent Related Parties, on the one hand, and the Company and the Company Related Parties, on the other hand, with respect to the Closing. Prior to existing relationship between the Closing, Panadero Corp shall exercise, consistent with Company and Parent in the terms and conditions ordinary course of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsbusiness.
Appears in 1 contract
Samples: Merger Agreement
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing DateClosing, subject pursuant to the terms of the Confidentiality Enron Purchase Agreement, Buyer Seller shall be entitled request, and use commercially reasonable efforts to make have such investigation of request honored, that the Transfer Group Companies permit Purchaser and its Representatives (including its legal advisors and accountants) to have reasonable access, during normal business hours and upon reasonable advance notice, to the properties, businesses books, records and operations of Panadero Corp and its Subsidiaries and such examination personnel of the books and records of Panadero Corp and its Subsidiaries as it reasonably requestsTransfer Group Companies; provided, including making available that in no event shall Seller or any Transfer Group Company be obligated to Buyer provide (ai) all material written access or information in its possession related to drillingviolation of Applicable Law, subsurface exploration and testing for the purpose (ii) bids, letters of determining the quantityintent, quality, geology, mineralogy and expressions of interest or other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives proposals received from others in connection with the transactions contemplated by this Agreement and information and analysis relating to such investigation communications or (iii) any information, the disclosure of which would jeopardize any privilege available to Seller, any of the Transfer Group Companies or any of their respective Affiliates relating to such information or would cause Seller, any of the Transfer Group Companies or any of their respective Affiliates to breach a confidentiality obligation to which it is bound. If Purchaser cannot obtain such access, Seller shall obtain and examinationdeliver to the Purchaser such documents and information as Purchaser may reasonably request, to the extent that Seller has access to such documents and Buyer and its representatives information under the Enron Purchase Agreement. In connection with such access, Purchaser’s Representatives shall cooperate with Panadero Corp, its Subsidiaries Seller and their respective representatives the Transfer Group Companies’ Representatives and shall use their commercially reasonable efforts to minimize any disruption of the business of Seller and the Transfer Group Companies. Purchaser agrees to abide by the terms of the Confidentiality Agreement and any safety rules or rules of conduct reasonably imposed by the relevant Seller or Transfer Group Company with respect to such access and any information furnished to them or their Representatives pursuant to this Section 6.1. Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties and the Transfer Group Companies from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of, examinations or inspections made by Purchaser or its Representatives pursuant to this Section 6.1. If Seller becomes aware prior to Closing of any breach by any of the Enron Sellers of any of their representations and warranties or covenants set forth in the Enron Purchase Agreement, Seller shall notify Purchaser in writing within five (5) Business Days after becoming actually aware of such breach. Seller shall promptly forward to Purchaser any documents and other information provided to Seller under the Enron Purchase Agreement relating to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationstransactions contemplated hereunder.
Appears in 1 contract
Samples: Purchase Agreement (Oneok Inc /New/)
Access to Information. Prior After the date hereof until the Closing Date and subject to applicable Law and the Mutual Confidentiality Agreement dated as of October 16, 2017 between the Company and Parent (the “Confidentiality Agreement”), the Company shall:
(i) give to Parent and its Representatives, upon reasonable prior written notice, reasonable access to the earlier offices, properties, books and records of the termination of this Agreement Company and its Subsidiaries as may be reasonably requested in accordance connection with its terms the Parties’ efforts to consummate the Transactions and for baseline inventory and planning assessments by Parent; provided, however, that any such access shall be conducted during normal business hours in a manner not to interfere with the Closing Date, subject to the terms businesses or operations of the Confidentiality Agreement, Buyer shall be entitled Company and its Subsidiaries; (ii) furnish to make Parent and its Representatives such investigation financial and operating data and other information as such Persons may reasonably request in writing from time to time in connection with the Parties’ efforts to consummate the Transactions; and (iii) instruct the Representatives of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries and such examination the ship managers and pool managers of Company Vessels to cooperate with Parent in the matters described in clauses (i) and (ii) above. In accordance with the foregoing, the Company shall permit Parent and its Representatives reasonable access to a sample of Company Vessels when at a port upon reasonable prior written notice and in accordance with reasonable procedures agreed upon by the Company and Parent for baseline inventory and planning assessments by Parent. When accessing any of the books Company Vessels, Parent shall, and records of Panadero Corp shall cause its Representatives to, comply with all safety and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing security policies or requirements for the purpose of determining the quantityapplicable Company Vessel. With respect to this Section 6.3, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination Parent’s “Representatives” shall be conducted during regular business hours and under reasonable circumstances, shall be subject deemed to restrictions under applicable Law and shall not unreasonably interfere with include the operations of Third Parties disclosed to the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives Company in connection with such investigation and examination, and Buyer and its representatives shall cooperate the Confidentiality Agreement with Panadero Corp, whom Parent is negotiating to purchase from the Surviving Corporation or its Subsidiaries and their respective representatives and shall use their reasonable efforts up to minimize any disruption to six Company Vessels for purpose of due diligence on such Company Vessels covering the business. In additionmatters described in Section 6.3 of the Parent Disclosure Letter, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawincluding inspections thereof. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision the Company shall not be required to provide such access or disclose any information if doing so is reasonably likely to (A) result in a waiver of its and its Subsidiaries’ operationsattorney-client privilege, work product doctrine or similar privilege or (B) violate any Contract to which it is a party or to which it is subject or applicable Law.
Appears in 1 contract
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms Upon reasonable prior notice and the Closing Date, subject to applicable Law, from the terms of date hereof until the Confidentiality AgreementEffective Time, Buyer the Company shall, and shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and cause its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision each of its and its Subsidiaries’ operationsofficers, directors and employees to, and shall use its reasonable best efforts to cause its Representatives to, afford Parent and its officers, directors, employees and Representatives, following notice from Parent in accordance with this Section 5.4, reasonable access during normal business hours to officers, employees, agents, properties, offices and other facilities, books and records of each of the Company and its Subsidiaries, and all other financial, operating and other data and information as shall be reasonably requested and, during such period shall furnish, and shall cause to be furnished, as promptly as reasonably practicable, a copy of each report, schedule and other document filed or received pursuant to the requirements of the federal securities laws or a Governmental Authority, except, with respect to examination reports, as may be restricted by applicable Law. Notwithstanding the foregoing, the Company shall not be obligated to disclose any information that, in its good faith determination, (i) it is not legally permitted to disclose or the disclosure of which would contravene any applicable Law or Order or (ii) the disclosure of which would be reasonably likely to cause the loss or waiver of any attorney-client or other legal privilege or trade secret protection; provided that, the Company shall provide Parent with a reasonable description of such information and shall use its reasonable best efforts to disclose such information, or a portion thereof, without contravening such applicable Law or Order or losing or waiving any attorney-client privilege or trade secret protection. The Company shall be entitled to have Representatives present at all times during any such inspection, and all inspections granted pursuant to this Section 5.4 shall be subject to the Company’s reasonable security measures and insurance requirements. No investigation pursuant to this Section 5.4 or information provided, made available or delivered pursuant to this Section 5.4 or otherwise shall affect any representations or warranties or conditions or rights contained in this Agreement.
Appears in 1 contract
Samples: Merger Agreement (CommerceHub, Inc.)
Access to Information. Prior to (a) From the earlier of Original Agreement Date until the termination of this Agreement in accordance with its terms and the Closing DateEffective Time, subject to the terms of Applicable Law and the Confidentiality Agreement, Buyer the Company shall be entitled (i) give Buyer, its counsel, officers, employees, financial advisors, accountants, consultants, advisors, agents and other representatives (collectively, “Representatives”) reasonable access to make such investigation of the offices, properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp the Company and the Company Subsidiaries, (ii) furnish to Buyer, its Subsidiaries counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Company Subsidiary as it such Persons may reasonably requestsrequest and (iii) instruct its and the Company Subsidiaries’ employees, including making available counsel and financial advisors to cooperate with Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for investigation of the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Company and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Company Subsidiaries. Any such investigation and examination pursuant to this Section shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such manner so as not to restrictions under applicable Law and shall not interfere unreasonably interfere with the operations conduct of the Companiesbusiness of the Company or the Company Subsidiaries. Panadero Corp Notwithstanding the foregoing, the Company shall cause have no obligation to disclose or provide Buyer with access to any personnel records of the officersCompany or any Company Subsidiary relating to individual performance or evaluations, employeesmedical histories or other information the disclosure of which, consultantsin the good faith opinion of the Company’s legal counsel, agentswould subject the Holders, accountantsthe Company or any Company Subsidiary to liability, attorneys and other representatives jeopardize the attorney-client privilege of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationthe Holders, and Buyer and its representatives shall cooperate with Panadero Corpthe Company or any Company Subsidiary, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize violate any disruption to the businessApplicable Law or breach any contractual confidentiality obligations. In addition, no such investigation or examination shall be permitted to notwithstanding the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained hereinforegoing, prior to the Closing, (x) without the prior written consent of the Companies, Company (which consent may not be withheld in the Companies’ sole discretionunreasonably withheld), Buyer (i) shall not contact any employees of, suppliers to, to or customers of, or financing sources to, Panadero Corp the Company or any of its Subsidiaries Company Subsidiary, and the Company shall have the right to have a representative present during any such contact in connection with the Companies or the Transaction event that it consents to such contact, and (iiy) Buyer shall have no right to conduct perform or cause to be performed any Phase II invasive or subsurface investigations of the properties or facilities of the Company or any of its Subsidiaries, including any sampling or testing of the air, soil, surface water, groundwater, building materials or other environmental investigation media.
(b) Buyer shall cause the Surviving Corporation and its Subsidiaries to preserve and keep the records held by them relating to the respective businesses of the Company and its Subsidiaries pursuant to Buyer’s document retention policy, and from and after the Effective Time, Buyer agrees to cause the Surviving Corporation and its Subsidiaries to afford promptly to the Holders’ Representative and its Representatives reasonable access to their offices, properties, books, records, employees and auditors to the extent necessary to permit the Holders’ Representative to determine any matter relating to its (or any Holder’s) rights and obligations hereunder or relating to any real property owned by period ending at or leased before the Effective Time. Any access pursuant to Panadero Corp and/or its this Section shall be conducted in such manner so as not to interfere unreasonably with the conduct of the business of the Company or the Company Subsidiaries. Nothing contained The Holders’ Representative shall bear all of the out-of-pocket expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) incurred in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior connection with the foregoing except to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions extent covered by Buyer’s indemnification obligations under Article 9 of this Agreement, complete control and supervision of . Any information obtained by Holders’ Representative or its and its Subsidiaries’ operationsRepresentatives pursuant to this 5.03(b) shall be subject to Section 5.04.
Appears in 1 contract
Access to Information. Prior to the earlier Closing, the Company and its Subsidiaries shall (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access, during normal business hours upon reasonable prior notice, to the offices, properties, books and records of the termination Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial, Tax and operating data and other information in possession of this Agreement in accordance with the Company or its terms and the Closing Date, subject Subsidiaries relating to the terms Company and its Subsidiaries as such Persons may reasonably request, and (iii) instruct the employees, counsel and financial advisors of the Confidentiality Agreement, Buyer shall be entitled Company and its Subsidiaries to make such cooperate with Parent in its investigation of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requestsBusiness; provided, including making available however, that any investigation pursuant to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination this section shall be conducted during regular business hours and under reasonable circumstances, shall be subject in such manner as not to restrictions under applicable Law and shall not interfere unreasonably interfere with the operations conduct of the Companies. Panadero Corp shall cause business of the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp Company and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable LawSubsidiaries. Notwithstanding anything to the contrary contained hereinin this Merger Agreement, prior neither the Company nor any of its Subsidiaries shall be required to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer provide any information that (i) shall it reasonably believes it may not contact any employees ofprovide to Parent by reason of applicable Law, suppliers torules or regulations, including certain types of information relating to market plans, pricing, customers ofand vendors, (ii) constitutes information protected by attorney/client privilege, or financing sources to, Panadero Corp (iii) the Company or any of its Subsidiaries is required to keep confidential by reason of contract or agreement with third parties in effect prior to the Execution Date; provided, however, that the Company shall request and use commercially reasonable efforts to obtain, but shall not be required to obtain, a waiver of any such confidentiality obligations upon Parent’s reasonable request. No information or knowledge obtained by Parent during the course of any investigation or review conducted pursuant to this Section 6.2(a) shall affect or be deemed to modify any representation or warranty made by the Company in this Merger Agreement or in any other Transaction Document, agreement, instrument, certificate or other document delivered by the Company in connection with the Companies this Merger Agreement, any other Transaction Document or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by transactions contemplated hereby or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsthereby.
Appears in 1 contract
Samples: Merger Agreement (Viasat Inc)
Access to Information. Prior to During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Closing DateClosing, subject to the terms of the Confidentiality Agreement, Buyer Company and Holdco shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp afford Acquirer and its Subsidiaries accountants, counsel and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requestsother representatives, including making available reasonable access during business hours to Buyer (a) all material written information in of the Company’s, Holdco’s and each of its possession related to drillingSubsidiaries’ properties, subsurface exploration books, Contracts and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property records and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation other information concerning the business, properties and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations personnel of the Companies. Panadero Corp shall cause the officersCompany, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp Holdco or any of its their Subsidiaries as Acquirer may reasonably request; provided, however, that the Company reserves the right to disclose information subject deny access to any material that the Company reasonably believes upon advice of counsel that (i) such exclusion is reasonably necessary to preserve attorney-client privilege or (yii) legal counsel for such disclosure would violate Legal Requirements, provided that, the Companies reasonably concludes that it may give rise Company and Acquirer shall cooperate in good faith to antitrust design and implement alternative procedures to enable Acquirer to evaluate any such documents or competition law issues information without causing a violation or violate a protective order loss of privilege thereunder. No information or otherwise may not be disclosed knowledge obtained by Acquirer during the pendency of the transactions contemplated by this Agreement in any investigation pursuant to applicable Law; provided this Section 5.10 shall affect or be deemed to modify any representation, warranty, covenant, condition or obligation under this Agreement. Following the Closing Date, the Stockholders’ Agent and its accountants, counsel and other representatives shall have reasonable access, during business hours and upon reasonable prior notice, to the Company’s and its Subsidiaries’ books and records (including Tax Returns filed and those in preparation with respect to the Pre-Closing Period) and properties and personnel for purposes of reviewing Tax Returns or defending any indemnification claim to the extent that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that access does not jeopardize such affect any attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawof any Acquirer Indemnified Person. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent Table of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.Contents
Appears in 1 contract
Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)
Access to Information. Prior From the date hereof until the MSA Effective Date, the Company Parties shall (a) afford Investor and its Representatives access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the earlier Company at mutually acceptable times and without undue disruption to the Ordinary Course of Business of the termination of this Agreement in accordance Company or interference with the Company’s contractual relationships; (b) furnish Investor and its terms Representatives with such legal, financial, operating and the Closing Date, subject other data and information related to the terms Company as Investor or any of the Confidentiality Agreement, Buyer shall be entitled to make such its Representatives may reasonably request; and (c) cooperate with Investor in its investigation of the propertiesCompany; provided, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of however that any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular normal business hours upon reasonable advance notice to Company Parent, under the supervision of Company Parent’s designated Representatives and under reasonable circumstances, shall be subject in such a manner as not to restrictions under applicable Law and shall not unreasonably interfere with the operations conduct of the CompaniesBusiness or any other businesses of the Company or Company Parent. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries All requests by Investor for access pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination this Section 5.2 shall be permitted submitted or directed exclusively to the extent that (x) it would require Panadero Corp [PERSONAL INFORMATION REDACTED] or any of its Subsidiaries such other individuals as Company Parent may designate in writing from time to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawtime. Notwithstanding anything to the contrary contained hereinin this Agreement, no Company Party shall be required to disclose any information to Investor if such disclosure would, in Company Parent’s reasonable discretion: (w) cause significant competitive harm to a Company Party and its businesses, including the Business, if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client privilege; (y) contravene any applicable Law, fiduciary duty or material binding agreement entered into prior to the Closingdate of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any written analysis (including financial analysis) relating to such bids. Prior to the MSA Effective Date, without the prior written consent of the Companies, which may be withheld a Company Party and unless in the Companies’ sole discretionpresence of a designated Representative of Company Parent, Buyer (i) Investor shall not contact or otherwise communicate with any employees of, suppliers to, customers of, or financing sources to, Panadero Corp employee of a Company Party or any of its Subsidiaries in connection third party contracting with the Companies or the Transaction Company and (ii) Investor shall have no right to conduct any Phase II environmental investigation relating perform invasive or subsurface investigations of the Real Property. Investor shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any real property owned by access or leased information provided pursuant to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.this
Appears in 1 contract
Samples: Investment Agreement
Access to Information. Prior (a) Between the date hereof and the Effective Time, (i) the Company shall, and shall cause the Company Subsidiaries to, provide Parent and its authorized representatives with reasonable access during normal business hours to the earlier facilities of the termination Company and the Company Subsidiaries and their respective personnel, representatives, books and records; provided, that Parent and Acquisition Sub agree that such access will give due regard to minimizing interference with the operations, activities and employees of the Company and (ii) the Company shall furnish promptly to Parent (A) a copy of each report, schedule, registration statement and other document filed by the Company during such period pursuant to the requirements of federal or state securities Laws and (B) such financial and operating data and other information with respect to the Company and the Company Subsidiaries as Parent may from time to time reasonably request. Notwithstanding any other provision of this Agreement in accordance with Agreement, Parent shall have the right to disclose any information it receives pursuant to this Section 6.3(a) to its terms advisors, its financiers and the Closing Dateany advisors of its financiers, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and .
(b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained hereinin this Agreement, prior nothing in this Section 6.3 shall require the Company or its Affiliates to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer disclose any information to Parent if such disclosure (i) would cause significant competitive harm to such disclosing party or its Affiliates if the transactions contemplated by this Agreement were not consummated or (ii) would be in violation of applicable Laws or agreements.
(c) Each of the parties hereto shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of hold and shall cause its Subsidiaries representatives and Affiliates to hold in confidence all documents and information furnished to it in connection with the Companies transactions contemplated by this Agreement pursuant to the terms of the Confidentiality Agreement.
(d) The Company shall keep Parent apprised of all material developments in connection with (i) the potential sale or other disposition of part or all of the Transaction business directly or indirectly conducted by FFPE, LLC and (ii) shall have no right to conduct the release of any Phase II environmental investigation relating to guaranties given by the Company or any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to BuyerCompany Subsidiary (other than FFPE, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its LLC and its Subsidiaries’ operations) in connection with the business conducted by FFPE, LLC and its Subsidiaries, and in each case shall provide Parent and its officers and agents with all information reasonably requested by them with respect to such potential sale or other disposition or release.
Appears in 1 contract
Samples: Merger Agreement (Worldwide Restaurant Concepts Inc)
Access to Information. Prior Sellers agree that, prior to the earlier of the termination of this Agreement in accordance with Closing, Purchaser and its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer Affiliates shall be entitled entitled, directly, through their respective Representatives and/or through any entities providing or arranging financing for Purchaser (the “Buyer Group”), to make such reasonable investigation of the assets, properties, offices, facilities, employees, businesses and operations of Panadero Corp and its Subsidiaries the Business, and such examination of the Contracts, Documents and other books and records of Panadero Corp and its Subsidiaries as it reasonably requeststhe Business, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Purchased Assets and the Leased Real Property Assumed Liabilities as any member of the Buyer Group reasonably requests and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiariesto make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, shall be subject to restrictions under applicable Law Law. Each of the Sellers shall, and shall not unreasonably interfere cause its respective Subsidiaries to, cause their respective Representatives to cooperate with the operations members of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives Group in connection with such investigation investigations, examinations and examinationassessments, and the members of the Buyer and its representatives Group shall cooperate with Panadero Corp, Sellers and its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the businessBusiness. In additionNotwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries Sellers to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which any Seller is bound (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially so long as Sellers have made reasonable efforts to provide obtain a waiver regarding the information sought in such investigation possible disclosure from the third party to whom the applicable Seller or examination in Subsidiary of a manner that does Seller owes a duty of confidentiality.) Purchaser or any of its Affiliates shall not jeopardize such attorney-client privilege contact any employee, customer or give rise supplier of Sellers with respect to such legal issues, violate such protective order this Agreement or otherwise contravene applicable Law. Notwithstanding anything to any of the contrary contained herein, prior to the Closing, documents or transactions contemplated hereby without the prior written consent of Sellers. Purchaser agrees to repair at its sole cost any damage to each Facility due to investigation and to indemnify and hold Sellers harmless of any from any claim for physical damages or physical injuries arising from Purchaser’s investigation of each Facility, and notwithstanding anything to the Companiescontrary in this Agreement, which may be withheld in the Companies’ sole discretion, Buyer (i) such obligations to repair and to indemnify shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp survive Closing or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions termination of this Agreement, complete control and supervision . Sellers shall notify Purchaser of its and its Subsidiaries’ operationsany material business development concerning the Business or the Purchased Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related Upon reasonable notice the Company will, and will cause each Company Subsidiary to, afford to drilling, subsurface exploration Parent and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultantsaccountants, agentscounsel, lenders, financial advisors and other Representatives of Parent reasonable access during normal business hours during the period prior to the Effective Time to all the Company’s and the Company Subsidiaries’ owned or leased properties, books, Contracts, commitments, personnel (including contractors and distributors), records, Tax Returns, work papers and all other information concerning its business, operations, status of compliance with Laws, properties, personnel, accountants, attorneys Tax Return preparers and other representatives of Panadero Corp Tax advisors as Parent may reasonably request; except that Parent and its Representatives will conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and the Company Subsidiaries; except further that the Company and the Company Subsidiaries will not be required to reasonably cooperate with Buyer and Buyer’s representatives in connection with provide any access or disclose any information if such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize access or disclosure would contravene any disruption to applicable Law or where such access or disclosure would jeopardize the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege of the institution in possession or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust control of such information or competition law issues contravene any fiduciary duty or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, binding agreement entered into prior to the Closingdate of this Agreement. The foregoing notwithstanding, neither Parent nor any of its Representatives shall contact any of the employees (other than the senior officers identified by the Company to Parent), landlords, customers or suppliers of the Company or its Subsidiaries without the prior written consent of the CompaniesCompany, which may be withheld in the Companies’ sole discretion, Buyer (i) consent shall not contact be unreasonably withheld, conditioned or delayed; it being acknowledged that any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection and all such contacts will be arranged by and coordinated with the Companies or Company.
(b) All information and materials provided pursuant to this Agreement will be subject to the Transaction provisions of the Confidentiality Agreement entered into between the Company and Parent as of April 11, 2017 (ii) shall have no right the “Confidentiality Agreement”). Notwithstanding anything to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained the contrary set forth in this Agreement shall be construed to give to Buyeror in the Confidentiality Agreement, directly or indirectlyParent, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior the Parent Subsidiaries and their respective Representatives may disclose information of the Company and the Company Subsidiaries and their respective Affiliates to the Closing. Prior Debt Financing Sources and the Debt Financing Source Related Parties (in each case, without any obligation on the part of the Debt Financing Sources or the Debt Financing Source Related Parties to the Closing, Panadero Corp shall exercise, consistent comply with the terms of the Confidentiality Agreement) provided, that the Debt Financing Sources are subject to confidentiality undertakings that are at least as restrictive as those applicable to the Debt Financing Sources under the Debt Engagement Letter or the Definitive Debt Financing Agreements.
(c) No investigation by either of the Parties or their respective Representatives will affect the representations and conditions warranties of the other set forth in this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Access to Information. Prior Seller shall afford to the earlier of the termination of this Agreement in accordance with its terms Purchaser, Parent and the Closing Datetheir accountants, subject to the terms of the Confidentiality Agreementcounsel, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy financial advisors and other aspects representatives, and to prospective lenders and each of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted their respective representatives, full access, during regular normal business hours and under upon reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with notice throughout the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, period prior to the Closing, without to their respective properties and facilities (including all real property and the prior written consent of the Companiesbuildings, which may be withheld structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the Companies’ sole discretionpossession of Seller or its independent public accountants, Buyer (i) internal audit reports, and “management letters” from such accountants with respect to Seller’s systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel of Seller as Purchaser or Parent shall reasonably request; provided, however, such investigation shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corpunreasonably disrupt Seller’s or its Subsidiaries’ operations prior to the Closingoperations. Prior to the Closing, Panadero Corp Seller shall exercisegenerally keep Purchaser and Parent informed as to all material matters involving the operations and businesses of Seller. Seller shall authorize and direct the appropriate partners, consistent managers and employees of Seller to discuss matters involving the operations and business of Seller with representatives of Purchaser, Parent and their prospective lenders. All nonpublic information provided to, or obtained by, Purchaser or Parent in connection with the terms transactions contemplated hereby shall be confidential; provided that Purchaser, Parent and Seller may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. No information provided to or obtained by Purchaser or Parent pursuant to this Section 7.1 shall limit or otherwise affect the remedies available hereunder to Purchaser and / or Parent (including, but not limited to, Purchaser’s and Parent’s rights to seek indemnification pursuant to Article X), or the representations or warranties of, or the conditions of this Agreementto the obligations of, complete control the parties hereto, except as otherwise set forth in Sections 4.5 and supervision of its and its Subsidiaries’ operations7.14.
Appears in 1 contract
Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms The Company will afford Parent and the Closing DateParent’s accountants, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy counsel and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted representatives reasonable access during regular normal business hours and under upon reasonable circumstances, shall be subject notice to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp its and its Subsidiaries Subsidiaries’ properties, books, records and personnel during the period prior to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and the Effective Time to obtain all information concerning their respective representatives business, properties, results of operations and shall use their reasonable efforts to minimize any disruption to personnel for purposes of this Agreement, as Parent may reasonably request; provided, however, that the business. In addition, no such investigation or examination shall be permitted Company may restrict the foregoing access to the extent that (xi) it any Legal Requirement, treaty, rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, or (ii) such access would require Panadero Corp (A) be in breach of any confidentiality obligation, commitment or provision by which the Company or any of its Subsidiaries is bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to disclose information subject Parent, provided that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to attorney-client privilege a third party, or (yB) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination result in a manner that does not jeopardize such attorney-client waiver of any legal privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawenjoyed by the Company. Notwithstanding anything With respect to the contrary contained hereinexchange of competitively sensitive information, including strategic and marketing plans, pricing material and customer specific data, outside antitrust counsel will be consulted prior to the Closingexchange of such information, without and such information shall not be exchanged to the prior written consent extent such counsel advises against such exchange. In addition, any information obtained from the Company or any Company Subsidiary pursuant to the access contemplated by this Section 5.3(b) shall be subject to the Confidentiality Agreement. Any access to any of the CompaniesCompany’s offices shall be subject to the Company’s reasonable security measures, which may be withheld in the Companies’ sole discretion, Buyer (i) requirements of the applicable Lease and insurance requirements and shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with include the Companies or the Transaction and (ii) shall have no right to conduct perform any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations“invasive” testing.
Appears in 1 contract
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and The Company shall (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with cause each of its Subsidiaries to) afford to the operations of the Companies. Panadero Corp shall cause the Buyer's officers, employees, consultants, agents, accountants, attorneys counsel and other representatives of Panadero Corp representatives, reasonable access, upon reasonable advance notice, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments, personnel and its Subsidiaries to reasonably cooperate with Buyer records (including Tax workpapers and Buyer’s representatives in connection with all other Tax-related documents, whether prepared internally or by outside advisors) and, during such investigation and examinationperiod, and Buyer and its representatives the Company shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives (and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any cause each of its Subsidiaries to) furnish or make available to disclose the Buyer (at such time as it would otherwise become available in the ordinary course of business) all other information subject concerning its business, properties, assets and personnel as the Buyer may reasonably request. The Buyer will hold any such information which is nonpublic in confidence in accordance with Section 6.3. No information or knowledge obtained in any investigation pursuant to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order this Section or otherwise may not 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 Merger. For purposes of this Agreement, the only information deemed to be disclosed pursuant to applicable Law; provided that the Companies Buyer and the Acquisition Subsidiary shall use commercially reasonable efforts to provide be the information sought disclosed herein and on the Company Disclosure Schedule and the S Sub Disclosure Schedule, and no other information learned by or provided to the Buyer or the Acquisition Subsidiary that is not included herein or on the Company Disclosure Schedule or the S Sub Disclosure shall be deemed disclosed to the Buyer and the Acquisition Subsidiary for purposes of the representations and warranties of the Company and S Sub contained in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. this Agreement.
(b) Notwithstanding anything to the contrary contained hereinin this Section 7.1, prior to neither the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or Company nor any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed required to give provide access to Buyeror to disclose information where such access or disclosure would contravene any law, directly rule, regulation, order, judgment or indirectlydecree, rights to control or, in the event of any litigation or direct Panadero Corp’s or its Subsidiaries’ operations prior to threatened litigation between the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with parties over the terms and conditions of this Agreement, complete control and supervision where such access to information may be adverse to the interests of its and its Subsidiaries’ operationssuch party.
Appears in 1 contract
Access to Information. Prior During the Pre-Closing Period, the Company shall use reasonable best efforts to the earlier of the termination of this Agreement in accordance cooperate with its terms and the Closing Date, subject afford to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the Parent’s officers, employees, consultants, agents, accountants, attorneys counsel and other representatives of Panadero Corp representatives, reasonable access, upon reasonable notice, during normal business hours and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not disrupt or interfere with the business operations of the Company, to all of the properties, books, contracts, commitments, personnel and records (including Tax Returns) of the Company or otherwise directly or materially relating to the Company Business as currently conducted or as contemplated to be conducted as Parent shall reasonably request, and, during such period, the Company shall furnish promptly to Parent the information concerning the business, properties, assets and personnel of the Company as Parent may reasonably request. Without limitation of the foregoing, during the Pre-Closing Period, the Company shall promptly notify Parent of, and promptly (upon Parent’s written request) make available to Parent, (a) all preclinical and clinical data with respect to any of the Company Product Candidates that becomes available to the Company during the Pre-Closing Period and (b) any discussions, correspondence, filings or other documents by or with the FDA or any other Governmental Authority relating to any of the Company Product Candidates. Any access provided to Parent or information provided by the Company shall not constitute any expansion of or additional representations or warranties of the Company beyond those specifically set forth in Article III of this Agreement. Parent shall hold any such information provided by or on behalf of the Company to Parent or its representatives in accordance with the provisions of the Confidentiality Agreement. Notwithstanding the foregoing, the Company shall not have any obligation to provide Parent with any such access or information if providing such access or information would (i) be prohibited under applicable Law or fiduciary duty or the terms of any agreement to which the Company is a party as of the date hereof or (ii) jeopardize such any attorney-client privilege or give rise other legal privilege; provided that Parent and the Company will work together to such legal issues, violate such protective order determine if a common interest agreement or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent other mechanism could provide protection of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsprivilege.
Appears in 1 contract
Samples: Agreement and Plan of Merger (VectivBio Holding AG)
Access to Information. Prior Home and Home Bank will afford CU and its representatives, counsel, accountants, agents and employees access during normal business hours to the earlier all of the termination of this Agreement in accordance with their respective businesses, operations, properties, books, files and records and will do everything reasonably necessary to enable CU and its terms representatives, counsel, accountants, agents and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled employees to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such a complete examination of the books financial statements, businesses, assets and records properties of Panadero Corp Home and its Subsidiaries Home Bank and the condition thereof and to update such examination at such intervals as it reasonably requestsCU shall deem appropriate. Such examination shall be conducted in cooperation with the officers of Home and Home Bank and in such a manner as to minimize any disruption of, or interference with, the normal business operations of Home and Home Bank. Upon the request of CU, Home will request that Arthxx Xxxexxxx xxxvide reasonable access to auditors' work papers with respect to the businesses and properties of Home and Home Bank, including making available to Buyer tax accrual work papers prepared for Home and/or Home Bank during the preceding sixty (60) months, other than (a) all material written information in its possession related to drillingbooks, subsurface exploration records and testing for documents covered by the purpose of determining the quantityattorney-client privilege, qualityor that are attorneys' work product, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned books, records and documents that Home or possessed by Panadero Corp Home Bank is legally obligated to keep confidential. No examination or its Subsidiaries. Any such investigation and examination review conducted under this section shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with constitute a waiver or relinquishment on the operations part of CU of the Companiesright to rely upon the representations and warranties made by Home and Home Bank herein; provided, that CU shall disclose in writing to Home any fact or circumstance it may discover which CU believes renders any representation or warranty made by Home or Home Bank hereunder incorrect in any respect. Panadero Corp shall cause the officersCU covenants and agrees that it and its representatives, employees, consultants, agentscounsel, accountants, attorneys agents and other representatives of Panadero Corp employees will hold in strict confidence all documents and its Subsidiaries to reasonably cooperate with Buyer information concerning Home and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted Home Bank so obtained (except to the extent that (x) it would such documents or information are a matter of public record or require Panadero Corp disclosure in the Proxy Statement or any of its Subsidiaries the public information of any applications required to disclose information subject be filed with any governmental or regulatory agency to attorney-client privilege or (y) legal counsel for obtain the Companies reasonably concludes that it may give rise approvals and consents required to antitrust or competition law issues or violate a protective order or otherwise may effect the transactions contemplated hereby), and if the transactions contemplated herein are not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in consummated, such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement confidence shall be construed maintained and all such documents shall be returned to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms Home and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsHome Bank.
Appears in 1 contract
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp the Company and its Subsidiaries and such examination of the books and records of Panadero Corp the Company and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompaniesCompany. Panadero Corp Seller and the Company shall reasonably cooperate with and reasonably assist Buyer in identifying, and will provide access to, potential key employees identified by Buyer and reasonably approved by Seller critical for the business and to whom additional compensation and/or benefits might be offered by Buyer. The Company shall use reasonable best efforts to cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp the Company and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation investigation, examination and examinationidentification, and Buyer and its representatives shall cooperate with Panadero Corpthe Company, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. Seller and the Company shall use reasonable best efforts to provide Buyer and Buyer’s representatives with reasonable access, upon reasonable advance notice, to (i) actuaries, accountants and other advisors providing services for the Company Benefit Plans, including, pension and welfare plans, along with reasonable and customary supporting documentation and data for such Plans and (ii) the trustees to the UK Plan. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp the Company or any of its Subsidiaries to disclose information subject to attorney-client privilege privilege, (y) it would conflict with any confidentiality obligations by which the Company or any of its Subsidiaries is bound or (yz) legal counsel for the Companies Company reasonably concludes that it may give rise to antitrust or competition law Competition Law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the CompaniesCompany, which may consent solely with respect to clause (i) below shall not be withheld in the Companies’ sole discretionunreasonably withheld, delayed or conditioned, Buyer (i) shall not contact any employees of, suppliers to, customers of, of or financing sources to, Panadero Corp the Company or any of its Subsidiaries in connection with the Companies Company or the Transaction and (ii) shall have no right to conduct any Phase II investigation or other sampling of environmental investigation media relating to any real property owned by or leased to Panadero Corp the Company and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corpthe Company’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Kraton Performance Polymers, Inc.)
Access to Information. Prior Subject to Applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the earlier Effective Time, to its books, Contracts and records, to the extent customary and appropriate for the purpose of planning for integration and consummation of the termination Merger. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, in the case of clause (a), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable efforts to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection), (b) to provide access to or otherwise make available or furnish any information relating to the process conducted by the Company that led to the execution of this Agreement (except to the extent required by Section 6.02), or (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information could in accordance the judgment of the Company based on advice of counsel violate any Applicable Law (it being agreed that, in the case of clause (c), the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective commercially reasonable efforts to cause such information to be provided in a manner and to the extent that is compliant with its terms the relevant Applicable Law). Notwithstanding anything herein to the contrary, Parent, Guarantor and Merger Sub shall not, and shall cause their respective Representatives not to, contact any employee of the Closing DateCompany not involved in the negotiation of the transactions contemplated by this Agreement or any customer, subject technology or other partner, vendor or supplier of the Company in connection with the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed); provided, however, that Parent may (i) contact such parties in the ordinary course of business consistent with past practice regarding matters unrelated to the transactions contemplated by this Agreement and (ii) perform market due diligence on a no-names basis without use of or reference to any Evaluation Information or Transaction Information (each as defined in the Confidentiality Agreement), and Parent, Guarantor and Merger Sub acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. All requests for information made pursuant to this Section 6.05 shall be directed to the Chief Legal Officer or other Person designated by the Company. All such information shall be deemed Evaluation Material (as defined in the Confidentiality Agreement) under and be governed by the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Merger Agreement (Brightcove Inc)
Access to Information. Prior (a) As long as the transaction contemplated herein has not been terminated, the Bank will afford the Company, its representatives, counsel, accountants, agents and employees including the underwriter selected to assist in the earlier issuance of the termination common stock contemplated in Section 9.1(iii) and its counsel (collectively "Representatives"), access during normal business hours to all of this Agreement in accordance with its terms business, operations, properties, personnel books, files and records and will do everything reasonably necessary to enable the Closing DateCompany and its Representatives, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such a complete examination of the books financial statements, books, records, loans and records leases, operating reports, audit reports, contracts and documents, and all other information with respect to assets and properties of Panadero Corp the Bank and the condition thereof, and to update such examination at such intervals as the Company shall deem appropriate. Such access shall include reasonable access by the Bank and its Subsidiaries as it reasonably requestsrepresentatives to auditors' work papers with respect to the business and properties of the Bank, including making available to Buyer other than (ai) all material written information in its possession related to drillingbooks, subsurface exploration records and testing for documents covered by the purpose of determining the quantityattorney-client privilege, qualityor which are attorneys' work product, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (bii) all Licenses owned or possessed by Panadero Corp or its Subsidiariesbooks, records and documents that the Bank is legally obligated to keep confidential. Any such investigation and Such examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere in cooperation with the officers of the Bank and in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of, or interference with, the normal business operations of the CompaniesBank. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with No such investigation and examination, however, shall constitute a waiver or relinquishment on the part of the Company to rely upon the representations and Buyer warranties made by the Bank herein or pursuant hereto; provided, that the Company shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by the Bank hereunder incorrect in any respect. The Company will hold in strict confidence all documents and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to information concerning the business. In addition, no such investigation or examination shall be permitted Bank so obtained (except to the extent that (x) it would such documents or information are a matter of public record or require Panadero Corp disclosure in the Proxy Statement or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel as may be necessary for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may accomplishment of the purposes of such examination) and, if the transactions contemplated herein are not consummated, such confidence shall be disclosed pursuant to applicable Law; provided that the Companies maintained and all such documents including all copies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything be returned to the contrary contained hereinBank.
(b) As long as the transaction contemplated hereunder has not been terminated, prior to the Closing, without the prior written consent one Representative of the CompaniesCompany, which may be withheld selected by the Company in the Companies’ its sole discretion, Buyer shall be invited by the Bank to attend all regular and special Board of Directors' meetings of the Bank from the date hereof until the Effective Time of the Merger; the Bank shall inform the Company of such Board meeting at least two (i2) days in advance of such meeting; provided, however, that the attendance of such Representative shall not contact be permitted at any employees of, suppliers to, customers ofmeeting, or financing sources toportion thereof, Panadero Corp or any for the sole purpose of its Subsidiaries in connection with discussing the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned transactions contemplated by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement on the obligations of the Bank under this Agreement. In the event the Merger provided for hereby is not consummated for any reason, the Company shall be construed to give to Buyernot, directly or indirectly: (i) utilize for its own benefit any Confidential Information regarding the Bank (as hereinafter defined) or (ii) disclose to any person any such Confidential Information, rights to control except as such disclosure may be required in connection with this Agreement or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsby law.
Appears in 1 contract
Samples: Merger Agreement (Monarch Bancorp)
Access to Information. Prior to (a) Between the earlier of the termination of this Agreement in accordance with its terms date hereof and the Closing DateEffective Time, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Company will give Purchaser and its Subsidiaries authorized representatives and such examination of Persons providing or committed or proposing to provide Purchaser or the Company with financing for the Transactions and their representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and properties and to all books and records of Panadero Corp the Company and its Subsidiaries, will permit Purchaser and its authorized representatives to make such inspections (including any physical inspections or soil or groundwater investigations), at Purchaser's expense, as they may reasonably request and will cause the Company's officers and employees and those of its Subsidiaries to furnish Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and any of its Subsidiaries as it Purchaser may from time to time reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and request.
(b) all Licenses owned or possessed by Panadero Corp or Prior to the Effective Time, the Company and its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys counsel, agents and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero CorpPurchaser by providing information about the Company which is necessary for Purchaser and its accountants, agents, counsel and other representatives to participate in and to assist the Company in preparing the Financing Documents and such other documents and other reasonable requests with respect to such documents. Notwithstanding anything in this Agreement to the contrary, to the extent reasonably appropriate to assist the success of the financing for the Transactions, Purchaser may disclose, or cause its representatives to disclose, and at the request of Purchaser, the Company shall disclose information concerning the Company and its Subsidiaries and their respective representatives businesses, assets and shall use their reasonable efforts to minimize any disruption to properties, and the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld Transactions in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or Financing Documents and to prospective financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or Transactions.
(c) Except as otherwise agreed to by the Transaction Company, until the earlier of the Effective Time and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyerthe second anniversary of the date hereof, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions notwithstanding termination of this Agreement, complete control Purchaser will keep, and supervision will instruct its officers, employees, independent accountants, counsel, financial advisers and other representatives and affiliates (x) to keep, all Confidential Information (as defined below) confidential, (y) not to disclose any Confidential Information to any Person other than the directors, officers, employees, affiliates or agents of Purchaser and of Persons controlling Purchaser, and then only on a confidential basis, and (z) to use Confidential Information solely in connection with (A) the evaluation of, preparation for, and consummation of the Transactions and (B) seeking or obtaining financing for the Transactions; PROVIDED, HOWEVER, that Purchaser may disclose Confidential Information (i) as required by law, rule, regulation or judicial process, including as required to be disclosed in connection with the Merger, the Debt Funding or any other Transaction, (ii) to its financing sources and to Purchaser's and such financing sources' attorneys, accountants, and financial advisors or (iii) as requested or required by any Governmental Entity. For purposes of this Agreement, "Confidential Information" shall include all confidential information about the Company which has been furnished by the Company to Purchaser or the directors, officers, employees, affiliates or agents of Purchaser or Persons controlling Purchaser pursuant to or in connection with the negotiation, execution and consummation of this Agreement; PROVIDED, HOWEVER, that Confidential Informa- tion does not include information which (x) is or becomes generally available to the public other than as a result of a disclosure by Purchaser not permitted by this Agreement, (y) was available to Purchaser on a non-confidential basis prior to its Subsidiaries’ operationsdisclosure to Purchaser by the Company or (z) becomes available to Purchaser on a non-confidential basis from a Person (other than the Company) who, to the knowledge of Purchaser, is not otherwise bound by a confidentiality agreement with the Company or is not otherwise prohibited from transmitting the relevant information to Purchaser. The provisions of this paragraph (c) are referred to herein as the "Confidentiality Provisions".
Appears in 1 contract
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related Subject to drillingSection 6.4(b) and applicable Laws, subsurface exploration and testing for upon reasonable notice to the purpose Chief Financial Officer of determining the quantityMDA, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and MDA shall (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations cause each of the Companies. Panadero Corp shall cause its Information Systems Subsidiaries and their respective representatives, officers, directors, employees and agents to) afford the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective authorized representatives and advisors (including financial advisors, counsel & accountants) (collectively the “Representatives”) of Parent access, during normal business hours from the date of this Agreement and until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article 8, to its respective properties, books, contracts and records, as well as to its management personnel; provided that such access shall use their reasonable efforts to minimize any be provided on a basis that minimizes the disruption to the businessoperations of MDA or the Information Systems Subsidiaries. In additionDuring such period, no such investigation or examination MDA shall be permitted (and shall cause each of its Subsidiaries to) furnish promptly to Parent all information concerning the Information Systems Business, properties and personnel as Parent may reasonably request. To the extent that any MDA information or documentation is competitively sensitive in relation to Parent, such information will be disclosed only to external advisors of Parent, except as may be agreed by MDA.
(xb) it would require Panadero Corp The Parent Parties and MDA acknowledge that certain information received pursuant to Section 6.4(a) will be non-public or proprietary in nature and as such will be deemed to be “Confidential Information” for purposes of the Confidentiality Agreement. The Parent Parties and MDA further acknowledge their obligation to maintain the confidentiality of such Confidential Information in accordance with the Confidentiality Agreement. If any material is withheld by MDA or any of its Subsidiaries to disclose information subject to attorney-client privilege because of the confidential nature of such material, or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust otherwise, MDA or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies such Subsidiary shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything inform Parent as to the contrary contained herein, prior to the Closing, without the prior written consent general nature of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationswhat is being withheld.
Appears in 1 contract
Access to Information. Prior Subject to the earlier of the termination of this Agreement in accordance with its terms and the Closing DateSection 6.4, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries and such examination of the books and records of Panadero Corp shall afford Purchaser and its Subsidiaries as it reasonably requestsRepresentatives reasonable access, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular normal business hours and under upon reasonable circumstancesnotice, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultantsrepresentatives, agents, accountantsproperties, attorneys offices and other representatives facilities of Panadero Corp Company and its Subsidiaries and to reasonably cooperate with Buyer their books and Buyer’s representatives in connection with such investigation and examinationrecords, and Buyer shall furnish Purchaser with available financial, operating and other data and information with respect to the business and properties of Company and its representatives Subsidiaries as Purchaser may reasonably request. In exercising its rights hereunder, Purchaser shall cooperate with Panadero Corp, (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in the conduct of the business of Company and its Subsidiaries prior to Closing. Purchaser acknowledges and their respective representatives agrees that any contact by Purchaser and shall use their reasonable efforts to minimize any disruption to the business. In additionits Representatives with officers, no such investigation employees, representatives, customers or examination agents of Company and its Subsidiaries hereunder shall be permitted arranged and supervised by representatives of Company, unless Company otherwise expressly consents in writing with respect to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Lawspecific unsupervised contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Company nor any of its Affiliates shall be required to disclose to Purchaser or any agent or Representative thereof any information if doing so would be reasonably likely to violate any duty of confidentiality under any Contract or Law to which Company or any of its Affiliates is a party or to which it is subject (provided that Company shall use its reasonable best efforts to seek waivers from any such confidentiality obligations) or which it believes in good faith, after consultation with counsel, would be reasonably likely to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges). In addition, notwithstanding anything contained hereinin this Agreement to the contrary, prior to the Closing, without the prior written consent none of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) Purchaser or its Representatives shall not contact have any employees of, suppliers to, customers ofright to perform or conduct, or financing sources tocause to be performed or conducted, Panadero Corp any environmental sampling or any of its Subsidiaries in connection with testing at, in, on or underneath the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsLeased Real Property.
Appears in 1 contract
Access to Information. Prior The Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours to the earlier of the termination of this Agreement in accordance its and its Subsidiaries’ properties, books, records, Contracts and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its terms legal obligations and obligations pursuant to Contracts all other information concerning the Company and its Subsidiaries’ business, properties and personnel as Parent may reasonably request, in each case as is reasonably necessary or appropriate to facilitate the Merger and the Closing Dateother transactions contemplated hereby; provided, subject to however, that (i) the terms of Company may restrict the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted foregoing access to the extent that any applicable Law or Governmental Entity requires it or its Subsidiaries to restrict access to any properties or information and (xii) Parent shall not have access to individual performance or evaluation records, medical histories or other information that in the reasonable opinion of the Company is sensitive or the disclosure of which could reasonably be expected to subject it would require Panadero Corp or any of its Subsidiaries to disclose risk of liability or information that is subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Lawother privilege; provided provided, further, that the Companies shall use commercially reasonable efforts Company may restrict the foregoing access to provide the information sought in such investigation those Persons who have entered into or examination in are bound by a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything confidentiality agreement with it and to the contrary contained herein, prior extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. All such access shall be subject to reasonable restrictions imposed from time to time with respect to the Closing, without the prior written consent provision of privileged communications or any applicable confidentiality agreement with any Person. In conducting any inspection of any properties of the CompaniesCompany and its Subsidiaries, which may be withheld in the Companies’ sole discretion, Buyer Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall not contact have the right to conduct environmental sampling at any employees of, suppliers to, customers of, of the facilities or financing sources to, Panadero Corp properties of the Company or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or full force and effect in accordance with its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsterms.
Appears in 1 contract
Access to Information. Prior (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to officers, employees, counsel, accountants and other authorized representatives of Parent (“Parent Representatives”), in order to evaluate the transactions contemplated by this Agreement, reasonable access, during normal business hours and upon reasonable advance notice throughout the period prior to the earlier of the termination of this Agreement in accordance with Effective Time, to its terms and the Closing Dateofficers, subject to the terms of the Confidentiality Agreementemployees, Buyer shall be entitled to make such investigation of the accountants, consultants, representatives, plants, properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the contracts, commitments, books and records and, during such period, shall (and shall cause each of Panadero Corp and its Subsidiaries to) furnish or make available reasonably promptly to such Parent Representatives all information concerning its business, properties and personnel as it may reasonably requestsbe requested (including financial and operating data, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration customer billing and testing other data files for the purpose of determining system integration and testing as well as compensation and payroll data files for the quantity, quality, geology, mineralogy purpose of payroll system integration and other aspects testing with respect to employees of any mineral reserves on the Owned Real Property Company and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any ); provided, however, that any such investigation and examination access shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations supervision of personnel of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys Company and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege materially interfere with the normal operations of the Company; provided, further, that, other than information provided to Parent’s legal counsel in connection with preparing and making filings pursuant to the HSR Act, the Company and its Subsidiaries shall not be required to furnish or give rise make available competitively sensitive pricing or customer information.
(b) Parent agrees that it shall not, and shall cause the Parent Representatives not to, use any information obtained pursuant to such legal issues, violate such protective order or otherwise contravene applicable Law. this Section 7.5 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement.
(c) Notwithstanding anything to the contrary contained set forth herein, prior nothing in this Section 7.5 shall require the Company to the Closingdisclose any information that, without the prior written consent of the Companiesin its sole and reasonable judgment, which may be withheld in the Companies’ sole discretion, Buyer (i) shall it is not contact legally permitted to disclose or the disclosure of which would contravene any employees ofapplicable Law or binding order, suppliers to(ii) the disclosure of which would jeopardize any attorney-client or other legal privilege, customers of(iii) the disclosure of which would conflict with, violate or financing sources tocause a default under any existing contract or agreement to which it is a party or (iv) constitutes any competitively sensitive information or trade secrets of third parties; provided, Panadero Corp however, that to the extent that the Company or any of the Subsidiaries is restricted in or prohibited from providing any such access to any documents or data pursuant to any such contract or agreement for the benefit of any third party, each of the Company and any such Subsidiary shall use its Subsidiaries reasonable best efforts to obtain any approval, consent or waiver with respect to such contract or agreement that is necessary to provide such access to such officer, employee or agent. Notwithstanding clause (ii) of the immediately preceding sentence, if any of the information or material furnished pursuant to this Section 7.5 includes materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine.
(d) No information received pursuant to an investigation made under this Section 7.5 shall be deemed to (i) qualify, modify, amend or otherwise affect any representations, warranties, covenants or other agreements of the Company set forth in this Agreement or any certificate or other instrument delivered to Parent and Merger Sub in connection with the Companies or the Transaction and transactions contemplated hereby, (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by amend or leased to Panadero Corp and/or its Subsidiaries. Nothing contained otherwise supplement the information set forth in this Agreement shall be construed to give to Buyerthe Company Disclosure Letter, directly (iii) limit or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior restrict the remedies available to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions parties under applicable Law arising out of a breach of this Agreement, complete control or (iv) limit or restrict the ability of either party to invoke or rely on the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement set forth in Article VIII hereof.
(e) The Confidentiality Agreement, dated April 15, 2009 (the “Confidentiality Agreement”), by and supervision of between the Company and Parent shall continue to apply with respect to information furnished by the Company, its Subsidiaries and its Subsidiaries’ operationsthe Company’s officers, employees, counsel, accountants and other authorized representatives hereunder.
Appears in 1 contract
Samples: Merger Agreement (Comtech Telecommunications Corp /De/)
Access to Information. Prior The Company will afford Parent and Parent’s accountants, counsel and other representatives reasonable access during normal business hours to its properties, books, records and personnel during the period prior to the earlier Effective Time to obtain all information concerning its business, including the status of the termination product development efforts, properties, results of operations and personnel for purposes of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it Parent may reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationrequest, and Buyer and use its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption cause Xxxxx Xxxxxxxx LLP to provide access for Parent’s independent auditors, BDO Xxxxxxx, LLP, to its work papers in respect of the business. In additionCompany and its Subsidiaries; provided, no such investigation or examination shall be permitted however, that the Company may restrict the foregoing access to the extent that (xi) it 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) based on the advice of the Company’s outside counsel, access to such documents or information would require Panadero Corp give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) such access would be in breach of any confidentiality obligation, commitment or provision by which the Company or any of its Subsidiaries is bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to disclose Parent, provided that disclosure of such obligation, commitment or provision would not itself be the breach of an obligation or commitment to a third party. With respect to the exchange of competitively sensitive information, including strategic and marketing plans, pricing material and customer specific data, outside antitrust counsel will be consulted prior to the exchange of such information, and such information shall not be exchanged to the extent such counsel advises in writing against such exchange. In addition, any information obtained from the Company or any Company Subsidiary pursuant to the access contemplated by this Section 5.2(b) shall be subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed Confidentiality Agreement. Any investigation conducted pursuant to applicable Law; provided that the Companies access contemplated by this Section 5.2(b) shall use commercially reasonable efforts to provide the information sought in such investigation or examination be conducted in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to unreasonably interfere with the contrary contained herein, prior to the Closing, without the prior written consent conduct of the Companies, which may be withheld in business of the Companies’ sole discretion, Buyer (i) shall not contact Company and its Subsidiaries or knowingly create a risk of damage or destruction to any employees of, suppliers to, customers of, property or financing sources to, Panadero Corp assets of the Company or any of its Subsidiaries in connection with Subsidiaries. Any access to any of the Companies or Company’s offices shall be subject to the Transaction Company’s reasonable security measures, the requirements of the applicable Lease and (ii) insurance requirements and shall have no not include the right to conduct perform any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operations“invasive” testing.
Appears in 1 contract
Samples: Merger Agreement (Pharsight Corp)
Access to Information. Prior to (a) Between the earlier date hereof and the consummation of the termination of this Agreement in accordance with its terms and Offer and/or Effective Time, as the Closing Datecase may be, subject to the terms of Company will give the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Purchaser and its Subsidiaries authorized representatives and such examination of Persons providing or committed to provide the Purchaser with financing for the transactions contemplated hereby and their representatives, reasonable access to all employees, plants, offices, warehouses and other facilities and properties and to all books and records of Panadero Corp the Company and its Subsidiaries, will permit the Purchaser to make such inspections (including any physical inspections or soil or groundwater investigations) as Purchaser reasonably request and will cause the Company's officers and those of its Subsidiaries to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and any of its Subsidiaries as it the Purchaser may from time to time reasonably requestsrequest, including making available PROVIDED that, in each case, such access will be subject to Buyer (a) all material written information in its possession related the continuing obligations of the parties under the Confidentiality Agreement by and between Stonington Partners, Inc. and the Company dated April 24, 1998, which agreement shall survive until termination pursuant to drillingthe terms thereof. The Company shall furnish promptly to Parent and the Purchaser a copy of each report, subsurface exploration and testing for the purpose of determining the quantityschedule, quality, geology, mineralogy registration statement and other aspects document filed by it or its subsidiaries during such period pursuant to the requirements of any mineral reserves on the Owned Real Property and the Leased Real Property and federal or state or foreign securities laws.
(b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject Prior to restrictions under applicable Law and shall not unreasonably interfere with the operations consummation of the Companies. Panadero Corp shall cause Offer, the officers, employees, consultants, agents, Company and its accountants, attorneys counsel, agents and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corpthe Purchaser by providing information about the Company which is necessary for the Purchaser and its accountants, agents, counsel and other representatives to prepare the Financing Documents and such other documents and other reasonable requests with respect to such documents. Notwithstanding anything in this Agreement to the contrary, the Purchaser may disclose, or cause its Subsidiaries representatives to disclose, and at the request of the Purchaser, the Company shall disclose information concerning the Company and its Subsidiaries, and their respective representatives businesses, assets and shall use their reasonable efforts to minimize any disruption to properties, and the business. In additiontransactions contemplated hereby, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or Financing Documents and to prospective financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationstransactions contemplated hereby.
Appears in 1 contract
Access to Information. Prior to (a) Between the earlier of the termination date of this Agreement in accordance with its terms and the Closing Date, subject the Companies, the Seller and the Parent shall give to the terms Purchaser, its officers, agents, employees, counsel, accountants, engineers and other representatives, reasonable access (for the purpose of the Confidentiality Agreement, Buyer shall be entitled examination) to make such investigation of the properties, businesses and operations of Panadero Corp relating to the Companies and its Subsidiaries the Business and such examination of the books and records of Panadero Corp and its Subsidiaries the Companies as it the Purchaser reasonably requests. The Companies, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Parent and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries the Companies to reasonably cooperate with Buyer the Purchaser and Buyerthe Purchaser’s representatives in connection with such investigation examination.
(b) For a period of eighteen (18) months following the Closing, the Seller and the Parent shall provide the Purchaser and its representatives with reasonable access (for the purpose of examination), subject to applicable Law, at reasonable times, on reasonable notice and during normal business hours, at the Seller’s place of business, to such information reasonably related to the Companies or the Business in the Seller’s possession or control as is reasonably necessary for financial reporting, human resources, contract administration, audit, regulatory compliance and accounting matters, the preparation and filing of any Tax Returns, reports or forms, or the defense of any Legal Proceeding, and Buyer the Purchaser and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts be permitted to minimize any disruption make extracts from or take copies of the same. Such access may be subject to the business. In additionPurchaser’s execution and delivery of a non-disclosure agreement in form and substance reasonably acceptable to the Parent.
(c) Notwithstanding anything herein to the contrary, no such investigation or examination access pursuant to Section 7.1 shall be permitted to the extent that (x) it would (i) be prohibited by applicable Law; (ii) require Panadero Corp the Purchaser, the Companies or any of the Parent and its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided provided, however, that the Companies parties shall use commercially reasonable efforts to provide enter into such joint defense agreements or other arrangements as appropriate, to allow for disclosure of information regarding the information sought in such investigation Companies or examination the Business in a manner that does not jeopardize such result in the loss of attorney-client privilege privilege); or give rise (iii) conflict with any confidentiality obligation to such legal issueswhich the Purchaser, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by Parent or leased to Panadero Corp and/or its SubsidiariesSubsidiaries is bound. Nothing contained in this Agreement Such access shall be construed permitted at such times as the business of the Seller is customarily conducted, and in a manner so as to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent not unreasonably interfere with the terms and conditions business of this Agreement, complete control and supervision of its the Parent and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (BBQ Holdings, Inc.)
Access to Information. Prior (a) As long as the transaction contemplated herein has not been terminated, the Bank will afford the Company, its representatives, counsel, accountants, agents and employees including the underwriter selected to assist in the earlier issuance of the termination common stock contemplated in Section 9.1(iii) and its counsel (collectively "Company Representatives"), access during normal business hours to all of this Agreement in accordance with its terms business, operations, properties, personnel books, files and records and will do everything reasonably necessary to enable the Company and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled Company Representatives to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such a complete examination of the books financial statements, books, records, loans and leases, operating reports, audit reports, contracts and documents, and all other information with respect to assets and properties of the Bank and the condition thereof, and to update such examination at such intervals as the Company shall deem appropriate. Such access shall include reasonable access by the Company and the Company Representatives to auditors' work papers with respect to the business and properties of the Bank, other than (i) books, records and documents covered by the attorney-client privilege, or which are attorneys' work product, and (ii) books, records and documents that the Bank is legally obligated to keep confidential. Such examination shall be conducted in cooperation with the officers of Panadero Corp the Bank and its Subsidiaries in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of, or interference with, the normal business operations of the Bank. No such examination, however, shall constitute a waiver or relinquishment on the part of the Company to rely upon the representations and warranties made by the Bank herein or pursuant hereto; provided, that the Company shall disclose any fact or circumstance it reasonably requestsmay discover which it believes renders any representation or warranty made by the Bank hereunder incorrect in any respect. The Company will hold in strict confidence all documents and information concerning the Bank so obtained (except to the extent that such documents or information are a matter of public record or require disclosure in the Proxy Statement or as may be necessary for the accomplishment of the purposes of such examination) and, if the transactions contemplated herein are not consummated, such confidence shall be maintained and all such documents including making available all copies shall be returned to Buyer the Bank.
(ab) all material written information As long as the transaction contemplated hereunder has not been terminated, (i) one Company Representative, selected by the Company in its possession related sole discretion, shall be invited by the Bank to drilling, subsurface exploration attend all regular and testing special Board of Directors' meetings of the Bank from the date hereof until the Effective Time of the Merger and (ii) one representative of Sutro shall be invited by the Bank to attend all regular and special Board of Director meetings of the Bank from the date hereof until the Effective Time of the Merger for the purpose of determining discussing the quantitycondition of the market for the Offering. The Bank shall inform the Company of such Board of Director meeting at least five (5) days in advance of such meeting; provided, qualityhowever, geologythat the attendance of such Company Representative shall not be permitted at any meeting, mineralogy and other aspects or portion thereof, for the sole purpose of any mineral reserves discussing the transactions contemplated by this Agreement on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations obligations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of Bank under this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Community Banking Group)
Access to Information. Prior (a) DDI and its Subsidiaries shall afford to the Company and its accountants, counsel, financial advisors and other representatives (the "Company Representatives") and the Company and its Subsidiaries shall afford to DDI and its accountants, counsel, financial advisors and other representatives (the "DDI Representatives") reasonable access during normal business hours throughout the period prior to the earlier of the termination of this the Agreement in accordance with its terms or the Effective Time to all of their respective properties, books, contracts, commitments and the Closing Daterecords (including, subject but not limited to, Tax Returns) and, during such period, shall furnish promptly to one another:
(i) a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by the Agreement or which may have a material effect on their respective businesses, properties or personnel and
(ii) such other information concerning their respective businesses, properties and personnel as the Company or DDI, as the case may be, shall reasonably request; provided that no investigation pursuant to this Section shall amend or modify any representations or warranties made herein or the conditions to the obligations of the Confidentiality Agreement, Buyer shall be entitled respective parties to make such investigation of consummate the properties, businesses and operations of Panadero Corp Merger or the Spin-Off.
(b) The Company and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives hold and shall use their reasonable best efforts to minimize any disruption cause the Company Representatives to hold, and DDI and its Subsidiaries shall hold and shall use their reasonable best efforts to cause DDI Representatives to hold, in strict confidence all Confidential Information, as hereinafter defined, furnished to the business. In additionCompany or to DDI, no such investigation or examination shall be permitted to as the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it case may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issuesbe, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or transactions contemplated by the Transaction Agreement, except that (i) the Company and DDI may disclose such information as may be necessary in connection with seeking required regulatory approvals, the Company Stockholders' Approval and DDI Stockholders' Approval and (ii) shall have no right each of the Company and DDI may disclose any information that it is required by law or judicial or administrative order to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in disclose.
(c) For purposes of this Agreement shall be construed to give to BuyerSection, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior "Confidential Information" regarding a party to the Closing. Prior Agreement means (i) the existence of the discussions which are the subject of the Agreement and (ii) any information about the subject party; provided that it does not include information which the disclosing party can demonstrate (A) is generally available to or known by the public other than as a result of improper disclosure by the disclosing party or (B) obtained by the disclosing party from a source other than the subject party, provided that such source was not bound by a duty of confidentiality to the Closing, Panadero Corp shall exercise, consistent subject party or another party with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsrespect to such information.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (General Credit Corp)
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information From the date hereof until the Closing, upon reasonable notice and in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be each case subject to applicable Law or restrictions under applicable Law and Contracts to which Sellers or their Affiliates are party to, Sellers shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and (i) afford Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries Representatives reasonable access to and their respective representatives the right to inspect all of the Purchased Assets and shall use their reasonable efforts to minimize any disruption other documents and data related to the business. In additionBusiness; (ii) furnish Buyer and its Representatives with such existing financial, no such investigation or examination shall be permitted operating and other data and information related to the extent that (x) it would require Panadero Corp Business as Buyer or any of its Subsidiaries Representatives may reasonably request (except Sellers shall not be required to provide any income Tax Returns to Buyer). Any investigation pursuant to this Section 6.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Sellers. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in Article IV (as modified by the Disclosure Letter). Notwithstanding the foregoing, (A) Sellers shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information subject to where such access or disclosure would jeopardize the attorney-client privilege privilege, or contravene any applicable Law or confidentiality undertaking; and (yB) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the ClosingClosing Date, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretionSellers, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct perform or cause to be performed any Phase II invasive or subsurface investigations of the properties of the Sellers, including any sampling or testing of the air, soil, surface water, soil gas, groundwater, building materials or other environmental investigation relating media. All information provided or obtained pursuant to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement Section 6.2 shall be construed to give to kept confidential by Buyer and its Representatives in accordance with the Confidentiality Agreement.
(b) From the date hereof until the Closing Date, without Sellers’ prior written consent, Buyer shall not, and shall cause its Affiliates not to, contact any customers, vendors or suppliers of, or other third parties having business relationships with, the Business, other than in the ordinary course of Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its SubsidiariesAffiliates’ operations prior businesses where such contact does not relate to Sellers, the Closing. Prior to Business, this Agreement or the Closing, Panadero Corp shall exercise, consistent transactions contemplated hereby and is in any event conducted in compliance with the terms and conditions of this the Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Asset Purchase Agreement (Evoqua Water Technologies Corp.)
Access to Information. Prior The Company shall, and shall cause each of its Subsidiaries to, afford the Representatives of Parent reasonable access during normal business hours and upon reasonable advance notice to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the its Subsidiaries’ properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company’s and its Subsidiaries Subsidiaries’ business, properties and personnel as it Parent may reasonably requestsrequest; provided, including making available to Buyer however, that (a) all material written information in such access shall not interfere with the business or operations of the Company and its possession related to drillingSubsidiaries, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned the Company shall not be obligated to provide such access or possessed by Panadero Corp or information if the Company determines, in its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstancesjudgment, shall be subject to restrictions under that doing so would violate applicable Law and shall not unreasonably interfere with or a Contract or obligation of confidentiality owing to a third party, jeopardize the operations protection of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or attorney work product doctrine, or expose such party to risk of liability for disclosure of sensitive or personal information (y) legal counsel for any such information, the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; “Restricted Information”), provided further, that the Companies shall use commercially reasonable efforts Company will inform Parent of the general nature of the Restricted Information and reasonably cooperate with Parent to provide the information sought in such investigation or examination Restricted Information in a manner that does would not result in violation of Law or Contract or obligation of confidentiality owing to a third party, jeopardize the protection of such attorney-client privilege or give rise expose the party to such legal issuesrisk, violate such protective order and (c) the Company will be permitted to redact any information or otherwise contravene applicable Law. Notwithstanding anything documentation provided to the contrary contained hereinextent that such information or documentation includes competitively or commercially sensitive information or, prior in lieu thereof, at the request of Parent, provide unredacted information and documentation in accordance with customary “clean room” or other similar procedures designed to limit any adverse effect on the Company of the sharing of such information. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the ClosingEffective Time, without the prior written consent of the CompaniesCompany, which may be withheld in the Companies’ sole discretion, Buyer (i) Parent and its Representatives shall not contact have the right to conduct environmental testing or sampling at any employees of, suppliers to, customers of, of the facilities or financing sources to, Panadero Corp properties of the Company or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. All information obtained pursuant to this Section 6.4 shall continue to be governed by the Confidentiality Agreement which shall remain in full force and effect in accordance with its terms. Nothing contained in this Agreement Section 6.4 shall be construed require the Company to give permit the inspection of, or to Buyerdisclose, directly any information regarding or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior related to the Closing. Prior deliberations of the Board of Directors of the Company with respect to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of transactions contemplated by this Agreement, complete control and supervision the entry into this Agreement or any materials provided to the Board of its and its Subsidiaries’ operationsDirectors of the Company in connection therewith.
Appears in 1 contract
Access to Information. Prior The Company will afford, and will cause Monarch Bank to afford, the earlier Bank, its representatives, counsel, accountants, agents and employees (collectively "Representatives"), access during normal business hours to all of their business, operations, properties, books, files and records and will do everything reasonably necessary to enable the termination of this Agreement in accordance with Bank and its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled Representatives to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such a complete examination of the books financial statements, books, records, loans and records leases, operating reports, audit reports, contracts and documents, and all other information with respect to assets and properties of Panadero Corp the Company and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property Monarch Bank and the Leased Real Property condition thereof, and to update such examination at such intervals as the Bank shall deem appropriate. Such access shall include reasonable access by the Bank or its representatives to auditors' work papers with respect to the business and properties of the Company and Monarch Bank, other than (i) books, records and documents covered by the attorney-client privilege, or which are attorneys' work product, and (bii) all Licenses owned books, records and documents that the Company or possessed by Panadero Corp or its SubsidiariesMonarch Bank is legally obligated to keep confidential. Any such investigation and Such examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere in cooperation with the officers of the Company and in such a manner as to minimize, to the extent possible consistent with the conducting of a comprehensive examination, any disruption of, or interference with, the normal business operations of the CompaniesCompany and Monarch Bank. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with No such investigation and examination, however, shall constitute a waiver or relinquishment on the part of the Bank to rely upon the representations and Buyer warranties made by the Company herein or pursuant hereto; provided, that the Bank shall disclose any fact or circumstance it may discover which it believes renders any representation or warranty made by the Company hereunder incorrect in any respect. The Bank will hold in strict confidence all documents and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to information concerning the business. In addition, no such investigation or examination shall be permitted Company so obtained (except to the extent that (x) it would such documents or information are a matter of public record or require Panadero Corp disclosure in the Proxy Statement or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel as may be necessary for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may accomplishment of the purposes of such examination) and, if the transactions contemplated herein are not consummated, such confidence shall be disclosed pursuant to applicable Law; provided that the Companies maintained and all such documents including all copies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything be returned to the contrary contained hereinCompany. In the event the Merger provided for hereby is not consummated for any reason, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) Bank shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyernot, directly or indirectly, rights : (i) utilize for its own benefit any Confidential Information regarding the Company or Monarch Bank (as hereinafter defined) or (ii) disclose to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsany person any such Confidential Information.
Appears in 1 contract
Samples: Merger Agreement (Monarch Bancorp)
Access to Information. Prior to From and after the earlier of the termination date of this Agreement in accordance with its terms and the Closing DateAgreement, subject to the terms requirements of applicable Law, the Company will (i) give Parent and Merger Sub and their authorized Representatives reasonable access (during regular business hours upon reasonable notice) to all employees, plants, offices, warehouses and other facilities and to all books, contracts, commitments and records (including returns) of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp Company and its Subsidiaries and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such examination other information as Parent or Merger Sub may reasonably request, (ii) permit Parent and Merger Sub to make such inspections as they may reasonably require, (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the books and records of Panadero Corp Company and its Subsidiaries as it Parent or Merger Sub may from time to time reasonably requestsrequest and (iv) reasonably cooperate with Parent and its Representatives with respect to communications to, including making available and to Buyer (a) all material written information in its possession related to drillingorganize and facilitate meetings with, subsurface exploration and testing for the purpose of determining the quantitycustomers, quality, geology, mineralogy suppliers and other aspects key business relations of any mineral reserves the Company and the Subsidiaries of the Company as set forth on Section 5.3 of the Disclosure Letter (provided that communications and meetings by Parent or its Affiliates, on the Owned Real Property one hand, with customers of the Company or any Subsidiary of the Company (other than customers of Parent and its Affiliates), and the Leased Real Property Company and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, on the other hand, shall be subject to restrictions under made jointly by Parent and the Company and in consultation with the Company and the applicable Law Subsidiary of the Company). Parent shall, and shall not unreasonably interfere cause its Representatives to, treat any such information in accordance with the operations of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the businessConfidentiality Agreement. In addition, no the Company shall provide Parent with information reasonably requested by Parent in connection with determining whether to make any election under Section 338(g) of the Code (or any analogous provisions of state, local or non-U.S. Tax Law), and the Company shall cooperate in good faith with Parent and provide Parent with commercially reasonable assistance in making any such investigation or examination shall be permitted election. Notwithstanding any provision of this Agreement to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for contrary, the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may Company shall not be disclosed pursuant obligated to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought grant any access or make any disclosure in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene violation of applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this The Confidentiality Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions survive any termination of this Agreement, complete control and supervision of its and its Subsidiaries’ operations.
Appears in 1 contract
Samples: Merger Agreement (Radisys Corp)
Access to Information. Prior (a) From the date hereof until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) give Parent, its counsel, financial advisors, auditors and other authorized representatives prompt and reasonable access during normal business hours and, with reasonable advance notice to the earlier Company's general counsel, to the offices, properties, personnel, books and records of the termination Company and its Subsidiaries as such Persons may reasonably request, (ii) furnish to Parent, 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 the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the business of the Company and its Subsidiaries. All nonpublic information provided to, or obtained by, Parent pursuant to this Agreement Section 6.02 in connection with the transactions contemplated hereby shall be treated in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"). Notwithstanding the foregoing, Buyer the Company shall not be entitled required to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as provide any information which it reasonably requestsbelieves it may not provide to Parent by reason of applicable law, including making available rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any Subsidiary is required to Buyer (a) all material written keep confidential by reason of contract, agreement or understanding with third parties entered into prior to the date hereof, provided, that the fact of its nondisclosure is communicated to the general counsel of Parent, in which case the Company shall only disclose such information to appropriate representatives of Parent under appropriate arrangements, if available, which would not reasonably be expected to result in its possession related to drillinga violation of applicable law, subsurface exploration and testing for the purpose of determining the quantityrules, qualityregulations, geologywaive attorney/client privilege or violate any contract, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and agreement or understanding.
(b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation Notwithstanding Section 6.02(a) and examination shall be conducted during regular business hours and under reasonable circumstancesin addition to the restrictions imposed on Parent pursuant to the Confidentiality Agreement, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with from the operations date hereof through the earlier of the Companies. Panadero Corp shall cause Effective Time or the officerstermination of this Agreement, employees, consultants, agents, accountants, attorneys Parent and other representatives of Panadero Corp Merger Subsidiary and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies their Affiliates shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyernot, directly or indirectly, rights (i) solicit or cause others to control solicit any employee of the Company or direct Panadero Corp’s its Subsidiaries or attempt to influence, persuade or induce any such employee to terminate his employment with the Company or its Subsidiaries’ operations prior , or (ii) hire or make any offer of employment, or cause others to hire or make any offer of employment, to any such employee, other than the Closing. Prior hiring, making any offer of employment to the Closingor causing others to hire or make any offer of employment to, Panadero Corp shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsany employee who seeks employment on an unsolicited basis or in response to a general advertisement or solicitation.
Appears in 1 contract
Samples: Merger Agreement (International Flavors & Fragrances Inc)
Access to Information. Prior to Consistent with applicable Law, the earlier of Company shall afford Parent and its accountants, counsel and other representatives, reasonable access (during normal business hours and with reasonable advance notice) during the termination period from the date of this Agreement in accordance with its terms and the Closing Date, subject prior to the terms of the Confidentiality Agreement, Buyer shall be entitled Effective Time to make such investigation (a) all of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books books, contracts, commitments and records of Panadero Corp and its Subsidiaries as it reasonably requeststhe Company, including making available to Buyer (a) all material written information in its possession related to drilling, subsurface exploration and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation other information concerning the business, properties and examination shall be conducted during regular business hours and under reasonable circumstances, shall be personnel (subject to restrictions under imposed by applicable Law and shall not unreasonably interfere with the operations Law) of the Companies. Panadero Corp shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Panadero Corp and its Subsidiaries to Company as Parent may reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationrequest, and Buyer and its representatives shall cooperate with Panadero Corp, its Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination shall be permitted (c) to the extent reasonably necessary or useful pursuant to or in furtherance of a plan of integration, the current Company Employees; provided, however, that (x) nothing will require the Company to permit such access to the extent it would (i) require Panadero Corp the Company or any of its Subsidiaries subsidiaries, as determined in good faith by the Company, to disclose information subject to attorney-client privilege or that would conflict with confidentiality obligations of the Company or any of its subsidiaries under any Contract, or (yii) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided further, however, that Parent and the Companies shall Company each agree to use commercially all reasonable efforts to establish a process that, through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a ‘clean room’ environment for analysis and review of information by joint integration teams in coordination with counsel and the Company, will provide Parent with timely access to the fullest extent possible to the substance of the information described in this Section 5.2 in a manner that allows the Company to comply with applicable Law and confidentiality obligations or preserve the Company’s attorney-client privilege, as the case may be. The Company agrees to provide to Parent and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) that are in the possession of the Company or its subsidiaries promptly upon any reasonable request and to use all reasonable efforts to provide the Parent and its accountants, counsel and other representatives such other internal financial statements (including Tax Returns and supporting documentation) as Parent may reasonably request. No information sought or knowledge obtained in such any investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise pursuant to such legal issues, violate such protective order this Section 5.2 or otherwise contravene applicable Law. Notwithstanding anything shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the contrary contained herein, prior to the Closing, without the prior written consent obligations of the Companies, which may be withheld parties to consummate the Merger in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent accordance with the terms and conditions of this Agreement, complete control and supervision of its and its Subsidiaries’ operationsprovisions hereof.
Appears in 1 contract
Access to Information. Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of Panadero Corp and its Subsidiaries and such examination of the books and records of Panadero Corp and its Subsidiaries as it reasonably requests, including making available to Buyer (a) all material written information in its possession related Subject to drillingapplicable Law, subsurface exploration upon reasonable notice by or on behalf of Parent to the Company, the Company shall (and testing for the purpose of determining the quantity, quality, geology, mineralogy and other aspects of any mineral reserves on the Owned Real Property and the Leased Real Property and (b) all Licenses owned or possessed by Panadero Corp or its Subsidiaries. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Companies. Panadero Corp shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and each Company Subsidiary to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the Pre-Closing Period, to its officers, employees, consultants, agents, accountantsproperties, attorneys books, Contracts and records and shall furnish Parent and Merger Sub all financial, operating and other representatives data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. Notwithstanding the foregoing, none of Panadero Corp the Company, any Company Subsidiary or any Representative of the Company shall be required to provide access to or to disclose information where such access or disclosure would (i) contravene any applicable Law, Contract of the Company or any Company Subsidiary or Order or (ii) would reasonably be expected to violate or result in a loss or impairment of any attorney-client or work product privilege provided that (A) the Company, each Company Subsidiary and its Subsidiaries each of their Representatives have taken all reasonable steps to reasonably cooperate provide access to or to disclose such information on a basis that does not contravene applicable Law, Contract or Order or to preserve or waive the Company’s privilege with Buyer respect thereto and Buyer(B) such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company).
(b) No information or knowledge obtained by Parent or Merger Sub pursuant to Section 6.02, this Section 6.04 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s representatives or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in connection with such investigation this Agreement.
(c) Parent and examinationMerger Sub shall, and Buyer shall cause their respective Affiliates and its representatives shall cooperate Representatives to, comply with Panadero Corp, its the Confidentiality Agreement as if a party thereto. All nonpublic documents and information furnished or Made Available to any such Person by the Company and the Company Subsidiaries and their respective representatives and shall use their reasonable efforts to minimize any disruption to the business. In addition, no such investigation or examination Representatives shall be permitted to the extent that deemed Evaluation Material (x) it would require Panadero Corp or any of its Subsidiaries to disclose information subject to attorney-client privilege or (y) legal counsel for the Companies reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law; provided that the Companies shall use commercially reasonable efforts to provide the information sought in such investigation or examination in a manner that does not jeopardize such attorney-client privilege or give rise to such legal issues, violate such protective order or otherwise contravene applicable Law. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Companies, which may be withheld as defined in the Companies’ sole discretion, Buyer (i) shall not contact any employees of, suppliers to, customers of, or financing sources to, Panadero Corp or any of its Subsidiaries in connection with the Companies or the Transaction and (ii) shall have no right to conduct any Phase II environmental investigation relating to any real property owned by or leased to Panadero Corp and/or its Subsidiaries. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct Panadero Corp’s or its Subsidiaries’ operations prior to the Closing. Prior to the Closing, Panadero Corp shall exercise, consistent with the terms and conditions of this Confidentiality Agreement, complete control and supervision of its and its Subsidiaries’ operations).
Appears in 1 contract
Samples: Merger Agreement (Daegis Inc.)
