Access to Information. (a) GST and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"). (b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 4 contracts
Samples: Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (World Access Inc), Stock Purchase Agreement (Nact Telecommunications Inc)
Access to Information. (a) GST From the Agreement Date through the Closing Date, but subject to any rights of third Persons, upon reasonable notice, the WP Partners shall (i) afford the officers, employees and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors authorized agents and other representatives (the "Buyer Representatives") full of Xxxxxxx reasonable access during normal business hours throughout the period prior to the Closing Date to all offices, properties and Books and Records of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, WP Entities and (ii) furnish to the officers, employees and authorized agents and representatives of Xxxxxxx such additional financial and operating data and other information concerning regarding the Company's business assets, properties and Liabilities of the WP Entities and the WP Business (or legible copies thereof) as Buyer shall Xxxxxxx may from time to time reasonably request; provided PROVIDED, HOWEVER, that no such investigation pursuant to this Section 4.1 shall amend not unreasonably interfere with any of the businesses or modify any representations or warranties made herein operations of the WP Partners or the conditions to WP Entities. Without limiting the obligations generality of the respective parties foregoing, the WP Partners shall cooperate fully with Xxxxxxx'x investigation of such assets, properties and Liabilities and the WP Business and provide copies of such documents in its possession as Xxxxxxx may reasonably request to consummate confirm the transactions contemplated herebytitle to any and all properties or assets owned or leased by the WP Entities. Buyer No WP Partners Indemnified Party shall treatbe responsible for any bodily injury suffered by any of the officers, employees or authorized agents and representatives of Xxxxxxx conducting any investigation of the WP Entities' assets and properties. No investigation by Xxxxxxx shall cause affect the Buyer Representatives to treat, all such materials representations and information in accordance with warranties of the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")WP Partners.
(b) Buyer From the Agreement Date through the Closing Date, but subject to any rights of third Persons, upon reasonable notice, Xxxxxxx shall (i) afford GST the officers, employees and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors authorized agents and other representatives (of the "Seller Representatives") full WP Partners reasonable access during normal business hours throughout the period prior to the Closing Date to all offices, properties and Books and Records of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Xxxxxxx and (ii) furnish to the officers, employees and authorized agents and representatives of the WP Entities such additional financial and operating data and other information concerning Buyer's business regarding the assets, properties and Liabilities of Xxxxxxx and the Xxxxxxx Business (or legible copies thereof) as GST and Seller shall the WP Partners may from time to time reasonably request; provided PROVIDED, HOWEVER, that no such investigation pursuant to this Section 4.1 shall amend or modify not unreasonably interfere with any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate businesses or operations of Xxxxxxx. Without limiting the transactions contemplated hereby. Seller and GST generality of the foregoing, Xxxxxxx shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance cooperate fully with the terms WP Partners' investigation of such assets, properties and conditions Liabilities and the Xxxxxxx Business and provide copies of such documents in its possession as the WP Partners may reasonably request to confirm the title to any and all properties or assets owned or leased by Xxxxxxx. No Xxxxxxx Indemnified Party shall be responsible for any bodily injury suffered by any of the Non-Disclosure Agreementofficers, employees or authorized agents and representatives of the WP Partners conducting any investigation of Xxxxxxx'x assets and properties. No investigation by the WP Partners shall affect the representations and warranties of Xxxxxxx.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Schuler James K), Agreement and Plan of Reorganization (Schuler Homes Inc), Agreement and Plan of Reorganization (Schuler James K)
Access to Information. (a) GST The Company shall afford to PalEx and Seller Subsidiary and their accountants, counsel, financial advisors and other representatives (the "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall cause afford to the Company to afford to Buyer and, on a need to know basis, and its accountants, counsel, financial advisors and other representatives (the "Buyer RepresentativesCOMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Closing Date Effective Time to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returnsfinancial statements and Tax Returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST one another all due diligence information requested by the other party. PalEx and Seller or Subsidiary shall hold and shall use their reasonable best efforts to cause the Seller PalEx Representatives (i) a copy of each reportto hold, schedule and other document filed by any of them with the SEC Company shall hold and shall use its reasonable best efforts to cause the Company Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement, except that each of PalEx, Subsidiary and the Company may disclose any information that it is required by law or judicial or administrative order to disclose.
(b) In the event that this Agreement or that may have a is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 7.1 and shall amend not retain any copies, extracts or modify any representations or warranties made herein other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the conditions Company based on the information in such material shall be destroyed (and PalEx, Subsidiary and the Company shall use their respective reasonable best efforts to the obligations of the respective parties cause their advisors and representatives to consummate the transactions contemplated hereby. Seller similarly destroy their documents, memoranda and GST shall treatnotes), and such destruction (and reasonable best efforts) shall cause be certified in writing by an authorized officer supervising such destruction.
(c) The Company shall promptly advise PalEx in writing of any change or the Seller Representative to treatoccurrence of any event after the date of this Agreement having, all such materials and information or which, insofar as can reasonably be foreseen, in accordance with the terms and conditions of the Non-Disclosure Agreementfuture may have, any Company Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (Palex Inc), Agreement and Plan of Reorganization and Merger (Palex Inc), Agreement and Plan of Reorganization and Merger (Palex Inc)
Access to Information. (a) GST Between the date of this Agreement and the Closing Date, the Seller will (i) give the Buyer and its authorized representatives reasonable access to all books, records, offices and other facilities and properties of the Business, (ii) permit the Buyer to make such inspections thereof, during regular business hours upon at least five business days notice, as the Buyer may reasonably request and (iii) cause its officers to furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; provided, however, that any such investigation shall cause be conducted in such a manner as not to interfere unreasonably with the Company to afford operation of the Business.
(b) Seller will furnish to Buyer and(1) as soon as available, and in any event within ten (10) days after it is prepared, a copy of any report prepared from the date hereof through the Closing Date by Seller for submission to its board of directors or to management of the Publications relating to any material adverse effect on the Business or on the transactions contemplated hereby arising from or related to a need change in general economic conditions; and (2) as soon as available, and in any event within ten (10) days after it is prepared, monthly unaudited balance sheets and income statements for the Publications. Each of the financial statements delivered pursuant to know basisthis Section 5.2(b) will be prepared consistent with Seller's accounting practices.
(c) Between the date of this Agreement and the Closing Date, the Buyer will hold and will cause its accountantsofficers, counseldirectors, financial employees, representatives, consultants and advisors to hold in strict confidence in accordance with the terms of the Nondisclosure Agreement between the Seller and other representatives the Buyer (the "Buyer RepresentativesNondisclosure Agreement") full access during normal business hours throughout the period prior to the Closing Date to ), all of its properties, books, contracts, commitments documents and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly information furnished to the Buyer by the Seller, MTI, the Parent or Buyer Representatives (i) a copy any of each reporttheir representatives, schedule and other document filed by it with the SEC consultants or advisors in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(bd) The Buyer shall agrees to hold all of the books and records of the Business existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by law and at any time thereafter prior to destroying or disposing of any such records to notify the Seller and the Parent and afford GST them the opportunity to take or to make copies of any such books and Seller andrecords, on a need and following the Closing Date to know basisafford to the Seller, MTI, the Parent, their respective accountants, accountants and counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior upon reasonable request, at any time, full access to the Closing Date to all books, records and other data of the respective propertiesBusiness and to the employees of the Business to the extent that such access may be requested for any legitimate purpose at no cost to the Seller, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller MTI or the Seller Representatives Parent (i) other than for reasonable out-of-pocket expenses of the Buyer); provided, however, that any such investigation shall be conducted in such a copy of each report, schedule and other document filed by any of them manner as not to unreasonably interfere with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations operation of the respective parties to consummate Business by the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementBuyer.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Dow Jones & Co Inc), Purchase and Sale Agreement (Dow Jones & Co Inc), Purchase and Sale Agreement (Dow Jones & Co Inc)
Access to Information. (a) GST From the date hereof until the Effective Time or earlier termination of this Agreement, and Seller subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall cause (i) give to the Company to afford to Buyer and, on a need to know basisother party, its accountantscounsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors advisors, auditors and other authorized representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it cooperate with the SEC other party in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation. Any investigation pursuant to this Section 4.1 11.05 shall amend be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representations representation or warranties warranty made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")by any party hereunder.
(b) Buyer shall afford GST From the date hereof until the Effective Time or earlier termination of this Agreement, and Seller andsubject to Applicable Law and the Clean Team Confidentiality Agreement, on a need to know basisHippo shall, their respective accountantsno later than the 25th day of each calendar month, counsel, provide Rhino with such unaudited financial advisors statements (which will be derived from and other representatives (be consistent with the "Seller Representatives"books and records of HippoRx and its Subsidiaries) full access during normal business hours throughout the period prior to the Closing Date to all of the respective propertiesHippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.
(c) From the date hereof until the Effective Time or earlier termination of this Agreement, booksand subject to Applicable Law and the Clean Team Confidentiality Agreement, contractsRhino shall, commitments no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records (including, but not limited to, tax returnsof RhinoRx and its Subsidiaries) of Buyer the Rhino Institutional Pharmacy Business as are provided to and its subsidiaries and, during such period, shall furnish promptly to GST used by Rhino’s and Seller or RhinoRx’s management as of and for the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with month ending on the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations last day of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementimmediately preceding calendar month.
Appears in 4 contracts
Samples: Master Transaction Agreement (Safari Holding Corp), Master Transaction Agreement (Kindred Healthcare, Inc), Master Transaction Agreement (Amerisourcebergen Corp)
Access to Information. (a) GST Upon reasonable notice, each of the Company and Seller Parent shall permit, and shall cause each of their respective Subsidiaries to permit, the Company to afford to Buyer andother party and its representatives, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date other party’s respective properties and facilities, plans, specifications and blueprints for such properties and facilities, and the vendors or contractors serving such properties and facilities, and shall disclose and make available to the other party and its representatives all of books, papers and records relating to its and its Subsidiaries’ assets, stock ownership, properties, booksoperations, contractsobligations and liabilities, commitments and records (including, but not limited to, tax returns) andall books of account (including the general ledger), during such periodTax records, shall furnish promptly minute books of directors' and shareholders' meetings (excluding information related to the Buyer Merger and the Bank Merger), organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority (subject to regulatory confidentiality requirements), accountants' work papers, litigation files, plans affecting employees, and any other business activities or Buyer Representatives (i) a copy of each report, schedule prospects in which Parent and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that its representatives may have a material effect on its businessesreasonable interest. However, each of the Company and (ii) such other Parent shall not be required to provide access to or to disclose information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations other party where such access or disclosure would violate or prejudice the rights of any customer, would contravene any Law or Order or would waive any privilege. Each of the respective parties Company and Parent will use commercially reasonable efforts to consummate obtain waivers of any such restriction (other than waivers of the transactions contemplated hereby. Buyer shall treat, attorney-client privilege) and shall cause in any event make appropriate substitute disclosure arrangements under circumstances in which the Buyer Representatives to treat, all such materials and information in accordance with restrictions of the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")preceding sentence apply.
(b) Buyer shall afford GST and Seller andDuring the period from the date of this Agreement to the Effective Time, the Company will cause one or more of its designated representatives to confer with representatives of Parent on a need monthly or more frequent basis regarding its consolidated business, operations, properties, assets and financial condition and matters relating to know the completion of the transactions contemplated herein. On a monthly basis, their respective accountantsthe Company will deliver to Parent its internally prepared consolidated income statements no later than 20 days after the close of each calendar month. As soon as reasonably available, counselbut in no event more than 45 days after the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year), the Company will deliver to Parent its consolidated quarterly financial advisors and other representatives statements. As soon as reasonably available, but in no event more than 90 days after the end of each calendar year (commencing with the "Seller Representatives"year ended December 31, 2024), the Company will deliver to Parent its consolidated annual financial statements.
(c) full access during normal business hours throughout During the period prior from the date of this Agreement to the Closing Date Effective Time, the Company will, upon reasonable prior notice from Parent, provide reasonable access to all Parent and its representatives to the employees of Company, as requested by Parent and its representatives, to facilitate the respective propertiesintegration process, books, contracts, commitments and records (including, but not limited limited, for training of such employees on Parent’s procedures and systems, and to provide information to such employees; provided, however that such access shall not unreasonable disrupt the operations of the Company or the Company’s Bank.
(d) All information furnished pursuant to Section 6.02(a) and Section 6.02(b) of this Agreement shall be subject to, tax returnsand each of the Company and Parent shall hold all such information in confidence in accordance with, the provisions of the Confidentiality Agreement.
(e) No investigation by either of Buyer and its subsidiaries andthe Parties or their respective representatives shall affect the representations, during such periodwarranties, shall furnish promptly to GST and Seller covenants or agreements of the Seller Representatives other set forth herein.
(if) a copy As soon as reasonably available, but in no event more than forty-five (45) days after the end of each reportfiscal quarter ending after the date of this Agreement and prior to the Effective Time, schedule and other document Company will deliver to the Parent Company’s Bank’s call reports filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementOCC.
Appears in 4 contracts
Samples: Merger Agreement (First of Long Island Corp), Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (First of Long Island Corp)
Access to Information. (a) GST From the date hereof until the Closing Date, upon reasonable notice, the Sellers shall, and Seller shall cause each Acquired Company and each of their respective officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the Company officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer reasonable access, during normal business hours, to afford the offices, properties, other facilities, books and records of the Acquired Companies and to Buyer andthose officers, on a need to know basisdirectors, its accountantsemployees, representatives, counsel, auditors and agents of the Acquired Companies who have material knowledge pertaining to the Properties or the Acquired Companies including, without limitation, access to enter upon and investigate the Properties or the Acquired Companies, and (ii) furnish to the officers, directors, employees and authorized agents, auditors, attorneys and representatives of the Buyer such additional financial advisors and operating data and other representatives information regarding the Acquired Companies as the Buyer may from time to time reasonably request; provided, however, that (A) such investigation shall not unreasonably interfere with any of the "businesses or operations of the Acquired Companies, (B) the Buyer Representatives") full access during normal business hours throughout the period shall not, prior to the Closing Date to all of its propertiesDate, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly have any contact whatsoever with respect to the Buyer Acquired Companies or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, vendor or that may have a material effect on its businessessupplier of the Acquired Companies, except in consultation with the Sellers and then only with the express prior approval of the Sellers, which approval shall not be unreasonably withheld or delayed, and (iiC) such other all requests by the Buyer for access or information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 4.3(a) shall amend be submitted or modify directed exclusively to an individual or individuals to be designated by the Sellers. The Buyer shall not be permitted to conduct any representations invasive tests on any Property without the Sellers' and the applicable Acquired Company's prior written consent, which consent shall not be unreasonably withheld or warranties made herein or delayed. The Buyer agrees to indemnify the conditions Sellers from and against any and all Losses (as hereinafter defined) suffered by the Sellers as a result of any actions taken by the Buyer with respect to the obligations investigations and inspections contemplated hereby (excluding any Losses associated with any pre-existing Environmental Conditions discovered or identified as a result of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions exercise of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"Buyer's rights under Section 4.12 below).
(b) During the preparation, review and dispute resolution time periods contemplated by Section 1.3, upon reasonable notice, the Buyer shall, and shall afford GST cause each Acquired Company (or any successor thereto) and Seller and, on a need to know basis, each of their respective accountantsofficers, counseldirectors, financial advisors employees, representatives, attorneys, auditors and other authorized agents to, (i) afford the officers, directors, employees, auditors, attorneys, authorized agents and representatives (of the "Seller Representatives") full access Sellers reasonable access, during normal business hours throughout hours, to the offices, properties, books and records of the Acquired Companies (or any successor or successors thereto), (ii) furnish to the officers, directors, employees, auditors, attorneys, authorized agents and representatives of the Sellers such additional financial and operating data and other information regarding the Acquired Companies (or any successor or successors thereto) as the Sellers may from time to time reasonably request to perform its obligations, or avail itself of its rights, contained, in each case, in Section 1.3 hereof; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Acquired Companies (or any successor or successors thereto).
(c) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer of the Acquired Companies after the Closing or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Sellers shall (i) retain the books and records of the Sellers which relate to the Acquired Companies and their operations for periods prior to the Closing Date and which shall not otherwise have been delivered to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Acquired Companies and (ii) such other information concerning Buyer's business as GST upon reasonable notice, afford the officers, directors, employees, authorized agents, auditors, attorneys and Seller shall reasonably request; provided that no investigation pursuant representatives of the Buyer and Acquired Companies reasonable access (including the right to this Section 4.1 shall amend or modify any representations or warranties made herein make photocopies, at the expense of the Buyer or the conditions Acquired Companies), during normal business hours, following reasonable notice thereof, to such books and records.
(d) In order to facilitate the obligations resolution of any claims made by or against or incurred by the Sellers after the Closing in respect of their ownership of the respective parties to consummate Acquired Companies or for any other reasonable purpose, for a period of seven (7) years following the transactions contemplated hereby. Seller and GST shall treatClosing, the Buyer shall, and shall cause the Seller Representative to treatAcquired Companies to, all such materials (i) retain the books and information in accordance with the terms and conditions records of the Non-Disclosure AgreementBuyer or the Acquired Companies, as the case may be, and their operations for periods prior to the Closing and which shall not otherwise have been retained by the Sellers and (ii) upon reasonable notice, afford the officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Sellers reasonable access (including the right to make photocopies, at the expense of the Sellers), during normal business hours, following reasonable notice thereof, to such books and records.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Club Corp International), Stock Purchase Agreement (Meditrust Corp), Stock Purchase Agreement (Club Corp International)
Access to Information. (a) GST and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to From the Closing Date until six (6) months after the termination of this Agreement in accordance with Section 6.1, each of the Issuer, the Transferor and the Servicer, as applicable, will, at any time and from time to all of its propertiestime during regular business hours, bookson at least five (5) Business Days (or if an Early Redemption Event has occurred, contracts, commitments and records (including, but not limited to, tax returnsone Business Day) and, during such period, shall furnish promptly notice to the Buyer Issuer, the Transferor or Buyer Representatives the Servicer, as the case may be, permit the Agent on behalf of the Investors, or their agents or representatives (i) a copy to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of each reportthe Issuer, schedule the Transferor or the Servicer, as the case may be, relating to the Receivables (other than names of account holders and other document filed by it with Proprietary Information, including strategic plans for the SEC in connection with Servicer’s credit card business), including the transactions contemplated by this Agreement or that may have a material effect on its businessesforms of Credit Card Agreements under which such Receivables arise, and (ii) to engage a third-party to perform a loan to file review of the Receivables and (iii) to visit the offices and properties of the Issuer, the Transferor or the Servicer, as applicable, for the purpose of examining such other information concerning materials described in clause (i) above and observing and discussing collection practices and business and financial prospects generally. Unless an Early Redemption Event has occurred, the Company's business Agent and the Investors shall be limited to one visit per year, which visit shall be at the Issuer’s, the Transferor’s or the Servicer’s, as Buyer applicable, reasonable cost and expense (and otherwise at the expense of the Investors), in no event to exceed Twenty-Five Thousand and No/100 Dollar ($25,000.00) per annum in the aggregate when combined with any reimbursement amounts due and payable by the Transferor pursuant to Section 2.3(c), unless a first examination indicates material deficiencies and an additional visit is required, in the sole discretion of the Agent; provided, however, any visits following the termination of this Agreement shall reasonably request; provided that no be at the expense of the Agent. In addition, each of the Issuer, the Transferor and the Servicer, as applicable, will, instruct its independent accountants and financial advisors to cooperate with the Agent and its agents and representatives in their investigation pursuant to this Section 4.1 4.2(d). Any information obtained by the Agent and the Investors pursuant to this Section 4.2(d) shall amend or modify any representations or warranties made herein or be held in confidence by the conditions to Agent and the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information Investors in accordance with the terms and conditions provisions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Section 6.9 hereof.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 3 contracts
Samples: Purchase Agreement (Atlanticus Holdings Corp), Purchase Agreement (Atlanticus Holdings Corp), Purchase Agreement (Atlanticus Holdings Corp)
Access to Information. (a) GST From the date hereof until the Closing Date, Seller will, and will cause its Subsidiaries to, (i) give Buyer, its Representatives and financing sources reasonable access to the offices, properties, books and records of Seller shall cause and its Subsidiaries relating to the Company to afford Business, (ii) furnish to Buyer andand its Representatives such financial and operating data (including (A) audited annual financial statements with respect to 2005, on which shall be furnished as soon as available but in any event no later than February 28, 2006, (B) unaudited quarterly financial statements with respect to the first quarter of 2006, which shall be furnished as soon as available but in any event no later than April 30, 2006 (such annual and quarterly financial statements, collectively, the “Supplemental Financial Statements”) and (C) monthly management reports in a need form consistent with the monthly management reports customarily prepared by the Business, each such monthly management report to know basis, its accountantsbe furnished as soon as available but in any event no later than 15 days after the end of the applicable month) and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, counsel, financial advisors and other representatives (Representatives of Seller and its Subsidiaries to cooperate with Buyer in its investigation of the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no Business. Any investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or be conducted in such manner as not to interfere unreasonably with the conditions to the obligations conduct of the respective parties to consummate business of Seller. Notwithstanding the transactions contemplated hereby. Buyer shall treatforegoing, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(bA) Buyer shall afford GST and not have access (1) to personnel records of Seller andor its Affiliates relating to individual performance or evaluation records, on a need medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject Seller or its Affiliates to know basisrisk of liability, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives"2) full access during normal business hours throughout the period prior for purposes of conducting any environmental sampling or testing or (3) to any information to the Closing Date extent relating to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Retained Business and (iiB) such other information concerning Buyer's business Seller may, unless Buyer cooperates in any reasonably satisfactory protective arrangement, withhold, as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations extent necessary to avoid contravention or waiver, any document or information the disclosure of which would violate any agreement or any Applicable Law or would result in the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions waiver of the Nonany legal privilege or work-Disclosure Agreementproduct privilege.
Appears in 3 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Sensata Technologies Holland, B.V.), Asset and Stock Purchase Agreement (Texas Instruments Inc)
Access to Information. (a) GST During the Interim Period the Vendors agree that the Purchaser shall be entitled, through its officers, employees and Seller representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Vendors relating to the Business and such examination of the books, records and financial condition of the Vendors relating to the Business as it reasonably requests and, at the Purchaser’s cost, to make extracts and copies of such books and records. Purchaser shall use its best efforts to conduct any such investigation and examination upon twenty-four (24) hours written notice to the Vendors, and during regular business hours and under reasonable circumstances, and the Vendors shall cooperate, fully therein. No investigation by the Purchaser prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Vendors or the Vendor Group, contained in this Agreement or the Transaction Documents. In order that the Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of the Vendors relating to the Business, the Vendors shall cause the Company to afford to Buyer andofficers, on a need to know basisemployees, its consultants, agents, accountants, counsel, financial advisors lawyers and other representatives (of the "Buyer Representatives") full access during normal business hours throughout the period prior Vendors to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during cooperate fully with such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC representatives in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, such Purchaser review and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")examination.
(b) Buyer Prior to and up to and including the Closing, the Vendors shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior disclose to the Closing Date to all Purchaser the personal information of individuals, including the personal information of employees of the respective propertiesVendors, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives provided however:
(i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with personal information disclosed shall only be that which relates to the transactions contemplated by this Agreement or hereby and the Purchaser shall only use and disclose that may have a material effect on their respective businesses, and personal information for such purposes; and
(ii) such other the personal information concerning Buyer's business disclosed shall be that which is needed in support of the Purchaser’s due diligence and shall not omit any material fact and the Purchaser shall only use and disclose that personal information as GST and Seller shall reasonably request; provided that no investigation needed for the purposes of the Purchaser determining whether to proceed with the transaction contemplated hereby.
(c) In the event the transactions contemplated hereby are not completed, the Purchaser shall, in respect of all personal information collected pursuant to this Section 4.1 shall amend and which remains in its custody or modify any representations under its control, either destroy that personal information or warranties made herein or the conditions return it to the obligations Vendors, at the direction of the respective parties to consummate Vendors.
(d) In the event that the transactions contemplated hereby. Seller and GST hereby are completed, the personal information of employees received from the Vendors shall treat, and shall cause only be used by the Seller Representative to treat, all such materials and information Purchaser in accordance with the terms and conditions respect of the Non-Disclosure Agreement.employment relationship between the employees and Purchaser:
Appears in 3 contracts
Samples: Purchase Agreement (Dollar Financial Corp), Purchase Agreement (Dollar Financial Corp), Purchase Agreement (Dollar Financial Corp)
Access to Information. (a) GST Subject to applicable Laws relating to the exchange of information, during the period from the date of this Agreement and Seller continuing until the earlier of the termination of this Agreement pursuant to ARTICLE VII and the Closing Date, Visant shall, and shall cause Xxx Xxxxxxxx and the Company to afford to Transferred Subsidiaries to, in such manner as will not unreasonably interfere with the conduct of their respective businesses, (i) give Buyer andand its authorized representatives reasonable access, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access upon reasonable notice during normal business hours throughout the period prior to the Closing Date hours, to all of its properties, books, contractsrecords, commitments Business Contracts, personnel and records properties utilized by Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business, (ii) permit Buyer and its authorized representatives to make such reasonable inspections thereof as Buyer may request (such inspections may include internal Buyer environmental inspections, but shall not include any Phase I or Phase II inspections or any environmental assessment that involves sampling or invasive testing) and (iii) cause its personnel and auditors to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to Xxx Xxxxxxxx and the Transferred Subsidiaries, the Business and the properties and assets (including, but not limited towith respect to Xxx Xxxxxxxx and the Transferred Subsidiaries, tax returnsthe working papers of its auditors) and, during such period, shall furnish promptly of Xxx Xxxxxxxx and the Transferred Subsidiaries and the Business as Buyer may from time to time reasonably request.
(b) In addition to the confidentiality arrangements contained in this Agreement, Buyer or Buyer Representatives (i) a copy of each reportwill hold in confidence, schedule and other document filed by it in accordance with the SEC terms of the Mutual Evaluation Information Nondisclosure Agreement (the “Confidentiality Agreement”), dated October 3, 2006, by and between Buyer and Visant, all documents and information furnished to Buyer by Visant or any of its officers, directors, employees, agents, consultants, advisors or representatives in connection with this Agreement and the transactions contemplated by this Agreement. In the event of a conflict or inconsistency between the terms of this Agreement or that may have a material effect on its businessesand the Confidentiality Agreement, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations terms of the respective parties to consummate the transactions contemplated hereby. Buyer Confidentiality Agreement shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")govern.
(bc) Following the Closing, upon the request of Buyer, and subject to a separate confidentiality agreement to be executed by Buyer, Visant shall, to the extent permitted by Law, grant to Buyer shall afford GST and Seller andits representatives, on a need during regular business hours and subject to know basisreasonable rules and regulations of Visant and in such manner as will not unreasonably interfere with the conduct of Visant’s business, their respective accountantsthe right, counselat the expense of Buyer, financial advisors to inspect and copy the books, records and other representatives (documents in Visant’s possession Related to the "Seller Representatives") full access during normal business hours throughout the period Business prior to the Closing Date (including books of account, records, files, invoices, correspondence and memoranda, customer and vendor lists, data, specifications, insurance policies, operating history information and inventory records) and not included in the Books and Records, subject to all redaction by Visant of any material not relating to the Business it deems sensitive. Notwithstanding the foregoing, Visant shall not be obligated to make any information available that would, in the reasonable judgment of Visant, violate or jeopardize any applicable attorney-client or other privilege or any applicable contractual confidentiality obligation. No such books, records or other documents that relate primarily to the Business shall be destroyed by Visant or its Affiliates prior to the sixth anniversary of the respective propertiesClosing Date without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof, any costs of transferring such books, contractsrecords or other documents to be paid by Buyer.
(d) Following the Closing, commitments upon the request of Visant, and records (includingsubject to a separate confidentiality agreement to be executed by Visant, but not limited toBuyer shall grant to Visant and its representatives, tax returns) during regular business hours and subject to reasonable rules and regulations of Buyer and its subsidiaries and, during in such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them manner as will not unreasonably interfere with the SEC in connection with conduct of Buyer’s business, the transactions contemplated by this Agreement or that may have a material effect on their respective businessesright, at the expense of Visant, to inspect the Books and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions Records pertaining to the obligations operation of the respective parties Business prior to consummate Closing to the transactions contemplated hereby. Seller extent permitted by Law and GST shall treat, and shall cause to the Seller Representative extent that in each case inspection is reasonably related to treat, all such materials and information in accordance any Excluded Assets or Excluded Liabilities or otherwise necessary for Visant for accounting or tax purposes or to comply with the terms of this Agreement, any Ancillary Agreement or any applicable Law. Notwithstanding the foregoing, Buyer shall not be obligated to make any information available that would, in the reasonable judgment of Buyer, violate or jeopardize any applicable attorney-client or other privilege or any applicable contractual confidentiality obligation. No Books and conditions Records shall be destroyed by Buyer or its Affiliates prior to the sixth anniversary of the Non-Disclosure AgreementClosing Date without first advising Visant in writing and providing Visant a reasonable opportunity to obtain possession thereof, any costs of transferring such books, records or other documents to be paid by Visant.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Visant Corp), Stock Purchase Agreement (RR Donnelley & Sons Co)
Access to Information. (a) GST Between the date of the Original Agreement and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its propertiesDate, books, contracts, commitments and records (including, but not limited to, tax returns) andeach Seller shall, during such periodordinary business hours, shall furnish promptly to the Buyer or Buyer Representatives upon reasonable notice (i) give the Buyer and the Buyer Representatives reasonable access to all books, records, plants, offices and other facilities and properties constituting the Purchased Assets to which the Buyer is not denied access by law, (ii) permit the Buyer to make such reasonable inspections thereof as the Buyer may reasonably request, (iii) furnish the Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request, (iv) furnish the Buyer a copy of each material report, schedule and or other document filed or received by it such Seller with respect to the Business with the SEC SEC; provided, however, that (A) any such access shall be conducted in connection such a manner so as not to interfere unreasonably with the transactions contemplated by this Agreement or that may have operation of the Business, (B) such Seller shall not be required to take any action which would constitute a material effect on its businesses, waiver of the attorney-client privilege and (iiC) such other Seller need not supply the Buyer with any information concerning which such Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 7.4(a) to the Company's business as contrary, the Buyer shall reasonably request; provided that no investigation pursuant not have access to this Section 4.1 shall amend or modify any representations or warranties made herein of the Seller's customer lists, Transferring Employee Records and personnel and medical records, which in such Seller's good faith judgment is sensitive or the conditions disclosure of which could subject such Seller to the obligations any risk of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")liability.
(b) The Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior Sellers acknowledge that they are subject to the Confidentiality Agreement. All information furnished to or obtained by the Buyer or any of the Buyer Representatives or the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the Confidentiality Agreement.
(c) For a period of three (3) years (subject to Section 7.10(a)) after the Closing Date Date, each party and its representatives shall have reasonable access to all of the respective properties, books, contracts, commitments books and records (relating to the Business or the Purchased Assets, including, but not limited towithout limitation, tax returns) all information pertaining to the Assumed Agreements, all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of Buyer and its subsidiaries and, during the other party to the extent that such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed access may reasonably be required by any of them with the SEC such party in connection with the transactions contemplated Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by this Agreement the operation of the Business and the Purchased Assets. Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any party or that may have its Affiliates, (ii) no party shall be required to take any action which would constitute a material effect on their respective businesseswaiver of the attorney-client privilege, and (iiiii) no party need supply the other party with any information which such other information concerning Buyer's business as GST and Seller party is under a legal obligation not to supply. The party exercising this right of access shall reasonably request; provided that no investigation be solely responsible for any costs or expenses incurred by it pursuant to this Section 4.1 7.4(c). If the party in possession of such books and records shall amend desire to dispose of any such books and records upon or modify any representations or warranties made herein or the conditions prior to the obligations expiration of such period, such party shall, prior to such disposition, give the respective parties other party a reasonable opportunity at such other party's expense, to consummate the transactions contemplated hereby. Seller segregate and GST shall treat, remove such books and shall cause the Seller Representative to treat, all records as such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementother party may select.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Teligent Inc), Asset Purchase Agreement (Teligent Inc)
Access to Information. (a) GST and Seller shall cause Subject to applicable law, the Company to shall afford to Buyer and, on a need to know basis, Parent and its accountants, counsel, financial advisors counsel and other representatives representatives, reasonable access (the "Buyer Representatives") full access during normal regular business hours throughout upon reasonable notice) during the period from the date hereof and prior to the Closing Date to Effective Time to: (i) all of its the properties, books, contracts, commitments and records of the Company and its Subsidiaries, including all Company Intellectual Property (includingincluding access to source code, but not limited toto detailed information concerning design processes, tax returnsdesign specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that (1) access to source code shall only occur on the premises of the Company in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or representatives of the Company; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to have Company engineering personnel available, as provided in subpart 4; (3) Parent and its representatives shall be permitted to take notes during such periodaccess provided that (A) on each day such notes are taken, Company shall furnish promptly be provided with such notes in order to make and retain copies thereof and (B) such notes and the Buyer contents of such notes may not be disclosed by Parent or Buyer Representatives its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (i4) a copy of each report, schedule and other document filed such access shall be permitted for up to fifteen days (which need not be consecutive) selected by it Parent in accordance with the SEC requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in connection its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in which case the parties shall work in good faith to schedule another day that is mutually agreeable)), and all capitalization and equity compensation information that is necessary for Parent to promptly comply with the transactions contemplated requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by this Agreement or that may have a material effect on its businessesthe Financial Accounting Standards Board, and (ii) such all other information concerning the Company's business business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as Buyer shall Parent may reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations , and (iii) all Employees of the respective parties Company and its Subsidiaries as reasonably requested by Parent. The Company agrees to consummate the transactions contemplated hereby. Buyer shall treat, promptly provide to Parent and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective its accountants, counsel, financial advisors counsel and other representatives copies of such internal financial statements (the "Seller Representatives"including Tax Returns and supporting documentation) full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that as may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall be reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementrequested.
Appears in 2 contracts
Samples: Merger Agreement (Seebeyond Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Access to Information. 4.1 The University shall provide the President of the Association within twenty (20) days of a written request to the Xxxxxxx from the President of the Association, all information which is reasonably required by the Association for the purpose of negotiating an Agreement.
4.2 The President of the University shall provide the Association with the following specific information:
(a) GST on the same date each year that the University submits the annual full-time faculty report (October) and Seller shall cause annual part-time faculty report (December) to Statistics Canada, the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (President of the "Buyer Representatives") full access during normal business hours throughout the period prior University will provide to the Closing Date to President of the Association a list of all of its properties, books, contracts, commitments and records (Members including, but not limited toname, tax returnsdate of birth, rank, gender, years of service, type of appointment, year of appointment, current salary, year of first and last degree, highest degree earned, and in the case of change, additional degree and type of appointment;
(b) andby July 1 of each year, during such period, shall furnish promptly a list of academic staff excluded from membership in the Association;
(c) at the same time they are sent to the Buyer members of the Board of Governors, the agendas, meeting materials and minutes of open meetings of the Board of Governors. At the same time they are sent to the members of Senate, the agendas, meeting materials and minutes of open meetings of Senate;
(d) within twenty (20) days of Board of Governors approval, the names of Members who have been granted renewal or Buyer Representatives change in appointment, tenure or continuing appointment, or promotion, and statistical data regarding the number of such applications that have been denied;
(e) within twenty (20) days of approval, the names of all members who have been granted leave such as sabbatical or study leave or other;
(f) within twenty (20) days the names of persons appointed as replacements for members on leave;
(g) the Vice-President External Relations will ensure that a copy of the University Policy Manual and updates will be available on the Web in a searchable format;
(h) a current list of the members of the Board of Governors including name, term and type of appointment, and the Board of Governors committees on which they serve;
(i) a copy of master policies of each report, schedule and other document filed by it with of the SEC benefit plans specified in connection with Article 4.3;
(j) the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant University agrees to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions report to the obligations Association in such a way as to not breach confidentiality of individuals, all problems arising with respect to the application of benefits plans to the Membership;
(k) the Xxxxxxx will inform the Association when Members are no longer in the employ of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatUniversity, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").including last date worked;
(bl) Buyer shall afford GST and Seller andby March 1, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy an anonymous record of each report, schedule committee’s vote on each candidate for tenure and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and promotion (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.per Article
Appears in 2 contracts
Samples: Faculty Agreement, Faculty Agreement
Access to Information. (a) GST Subject to Section 8.06(b), during the Pre-Closing Period, the Company shall, and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors Subsidiaries and other representatives Representatives to: (the "Buyer Representatives"a) full provide Parent and Parent’s Representatives with reasonable access during normal business hours throughout the period prior to the Closing Date personnel and assets of the Company and its Subsidiaries and to all of its properties, existing books, contractsrecords, commitments Tax Returns, work papers and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly other documents and information relating to the Buyer or Buyer Company and its Subsidiaries; and (b) provide Parent and Parent’s Representatives (i) a copy with such copies of each reportthe existing books, schedule records, Tax Returns, work papers and other document filed by it with documents and information relating to the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on Company and its businessesSubsidiaries, and (ii) with such additional financial, operating and other data and information concerning regarding the Company's business Company and its Subsidiaries, as Buyer shall Parent may reasonably request; provided that no investigation . All information exchanged pursuant to this Section 4.1 8.06 shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions provisions of the Non-Disclosure Agreement. Without limiting the generality of any of the foregoing and subject to Section 8.06(b), during the Pre-Closing Period, the Company shall promptly provide Parent upon its reasonable request with copies of:
(i) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company’s senior management, including: (A) copies of the unaudited monthly consolidated balance sheets of the Company and its Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management;
(ii) any written materials or communications distributed by or on behalf of the Company to its stockholders;
(iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Company or its Subsidiaries to any party to any Company Material Contract or sent to any of the Company or its Subsidiaries by any party to any Company Material Contract (other than any communication that relates solely to routine commercial transactions between the Company or any of its Subsidiaries and the other party to any such Contract and that is of the type sent in the ordinary course of business and consistent with past practices);
(iv) any notice, report or other document filed with or sent to any Governmental Authority on behalf of any of the Company or its Subsidiaries in connection with the Offer or the Merger or any of the other Transactions; and
(v) any material notice, report or other document received by any of the Company or its Subsidiaries from any Governmental Authority.
(b) Notwithstanding the foregoing provisions in Section 8.06(a), the Company may restrict or otherwise prohibit access to any documents or information to the extent that: (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or would result in the disclosure of any trade secrets of any third party; (iii) access to a Contract to which any of the Company or its Subsidiaries is a party as of the date of this Agreement or otherwise bound as of the date of this Agreement if such access would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; or (iv) unless otherwise required to be provided pursuant to Section 6.02, such documents or information relate directly to any Acquisition Proposal; provided, that, in the case of each of clauses (i) , (ii) and (iii), the Company shall: (A) give reasonable notice to Parent of the fact that it is restricting or otherwise prohibiting access to such documents or information pursuant to this Section 8.06(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) use, and cause its Subsidiaries to use, reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. All requests for information pursuant to this Section 8.06(b) shall be directed to an executive officer of the Company or other Person that an executive officer may designate.
(c) Any investigation conducted pursuant to the access contemplated by this Section 8.06 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or its Subsidiaries or create a material risk of damage or destruction to any material property or material assets of the Company or its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Mitel Networks Corp), Merger Agreement (Mavenir Systems Inc)
Access to Information. (a) GST Subject to compliance with Applicable Law, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, (i) Seller shall cause the Company to afford to Buyer and, on a need to know basis, and its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full Representatives reasonable access during normal business hours throughout to (A) the period prior to the Closing Date to all of its Company’s and each Subsidiary’s properties, personnel, books, contracts, commitments Contracts and records and (includingB) all other information concerning the business, but not limited to, tax returns) and, during such period, shall furnish promptly to properties and personnel of the Company and each Subsidiary as Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, reasonably request and (ii) such Seller shall provide to Buyer and its Representatives true, correct and complete copies of the Company’s and each Subsidiary’s (A) internal financial statements, and (B) to the extent within the Company’s or TCSI’s possession, Tax Returns, Tax elections and all other records and workpapers relating to Taxes. For the avoidance of doubt, nothing in this paragraph shall be construed to require Seller to make available its income Tax Returns (or any other information concerning relating to its Taxes that it deems confidential) for the Company's business affiliated or consolidated group the parent of which is the Seller to Buyer or any other Person, but Seller shall be required to provide any available pro forma income Tax Returns of the Company or any Subsidiary with respect to such affiliated or consolidated group.
(b) Subject to compliance with Applicable Law, from the Agreement Date until the earlier of the termination of this Agreement and the Closing, Seller shall confer from time to time as reasonably requested by Buyer shall reasonably request; provided that no with one or more Representatives of Buyer to discuss any material changes or developments in the operational matters of Seller and the general status of the ongoing operations of Seller.
(c) No information or knowledge obtained by Buyer during the pendency of the Transactions in any investigation pursuant to this Section 4.1 6.6 shall amend affect or be deemed to modify any representations representation, warranty, covenant, agreement, obligation or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")condition set forth herein.
(bd) Within five Business Days following the Agreement Date, Seller shall deliver to Buyer one or more DVDs or other digital media evidencing the documents that were made available, which shall afford GST and Seller andindicate, on a need to know basisfor each document, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior date that such document was first uploaded to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementdata room.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)
Access to Information. (a) GST and Seller TRW shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatpermit, and shall cause the other TRW Participants to permit, to the extent permitted by law, Buyer Representatives and any of its agents, representatives, advisors and consultants to treathave reasonable access to the premises taking into account, among other things, the level of disruption to the operations at any facility, the number of employees at such facility and the size of such facility, and reasonable access to the non-privileged books and records of the TRW Participants related to the Business (including records and files relating to Taxes), and to the officers and employees of the TRW Entities with knowledge of the whereabouts and/or contents of such books and records; provided, such access does not interfere with the conduct of, or otherwise disrupt, the Business or the other businesses of TRW and is consistent with applicable laws and regulations (including, without limitation, industrial security and export control laws and regulations); provided, further, that any such access shall occur after reasonable notice and during normal business hours. In an effort to prevent any interference or disruption caused by such access, TRW may, at its sole discretion, reasonably limit the number of individuals and the number of visits to its facilities. Buyer shall coordinate all such materials access with a TRW employee who will be identified to Buyer promptly after the execution of this Agreement, and shall not directly or indirectly contact any other employee of TRW or of the Business without the prior approval of the designated employee.
(b) Any information regarding the Business or Assets heretofore or hereafter obtained from TRW or its Subsidiaries or Affiliates by Buyer or their representatives shall be subject to the terms of the Confidentiality Agreement, and such information shall be held in confidence by Buyer and its representatives in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Confidentiality Agreement").
(bc) Buyer If requested by Buyer, TRW shall afford GST and Seller andallow Ernst & Young LLP personnel who are familiar with the Business, on a need behalf of Buyer, to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to conduct as promptly as practicable following the Closing Date to all an audit of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) financial statements of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businessesBusiness as of, and (ii) such other information concerning Buyer's business as GST for the twelve months ended, December 31, 2000 and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treatDecember 31, 2001, and shall cause the Seller Representative to treat, all such materials and information in accordance cooperate with the terms and conditions conduct of the Non-Disclosure Agreementsuch audit. The cost of such audit shall be borne by Buyer.
Appears in 2 contracts
Samples: Master Agreement of Purchase and Sale (TRW Inc), Master Agreement of Purchase and Sale (Goodrich Corp)
Access to Information. (a) GST 1ST BANCORP shall permit German American reasonable access, in a manner which will avoid undue disruption or interference with 1ST BANCORP's normal operations, to its, the Bank's, and Seller the Subsidiaries' properties and shall cause disclose and make available to German American all books, documents, papers and records relating to its, the Company to afford to Buyer andBank's, on a need to know basisand the Subsidiaries' assets, its accountantsstock ownership, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, booksoperations, contractsobligations and liabilities, commitments and records (including, but not limited to, all books of account (including general ledgers), tax returns) andrecords, during such periodminute books of directors' and shareholders' meetings, shall furnish promptly to the Buyer organizational documents, material contracts and agreements, loan files, filings with any regulatory authority, accountants' workpapers, litigation files, plans affecting employees, and any other business activities or Buyer Representatives (i) a copy prospects in which German American may have an interest in light of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement. During the period from the date of this Agreement to the Effective Time, 1ST BANCORP will cause one or that may have more of its, the Bank's, or the Subsidiaries' designated representatives to confer on a material effect on its businessesregular basis with the President of German American, or any other person designated in a written notice given to 1ST BANCORP by German American pursuant to this Agreement, to report the general status of the ongoing operations of 1ST BANCORP, the Bank, and the Subsidiaries. 1ST BANCORP will promptly notify German American of any material change in the normal course of the operation of its business or properties and of any regulatory complaints, investigations or hearings (ii) or communications indicating that the same may be contemplated), or the institution or the threat of litigation involving 1ST BANCORP, the Bank, or any of the Subsidiaries, and will keep German American fully informed of such other information concerning events. German American hereby understands and agrees that all books, documents, papers and records relating to 1ST BANCORP's, the Company's business as Buyer shall reasonably request; provided that no investigation Bank's, and the Subsidiaries' assets, stock ownership, properties, operations, obligations and liabilities which it obtains, receives, reviews or has access to pursuant to this Section 4.1 4.08 shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, Confidentiality Agreement between 1ST BANCORP and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST German American (the "Non-Disclosure Confidentiality Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (First Bancorp /In/), Reorganization Agreement (German American Bancorp)
Access to Information. (a) GST From the date hereof until the Closing, upon reasonable notice, the Sellers shall, and Seller shall cause each of their officers, directors, employees, agents and representatives to (i) afford the Company to afford to Buyer andofficers, on a need to know basisemployees and authorized agents and representatives of the Purchaser reasonable access, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior hours, to the Closing Date to all of its offices, properties, books, contracts, commitments books and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly of the Sellers relating to the Buyer or Buyer Representatives (i) a copy of each reportBusiness, schedule the Transferred Assets, the Assumed Liabilities and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Newspapers and (ii) furnish to the officers, employees and authorized agents and representatives of the Purchaser such additional available financial and operating data and other information concerning regarding the Company's business Business, Transferred Assets, the Assumed Liabilities and the Newspapers as Buyer shall the Purchaser, its officers, employees, authorized agents or representatives, may from time to time reasonably request; provided, however, that such access shall be provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein in a manner which will not unreasonably interfere with the Business or the conditions to the obligations other businesses of the respective parties Sellers or any of its Affiliates; and provided further, however, that there shall be no obligation to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")disclose any privileged information.
(b) Buyer shall afford GST In order to facilitate the evaluation, preparation, investigation, defense and Seller andresolution of any claim, on a need to know basislitigation, proceeding or investigation (including Tax audits) made by or against any party or any of their respective accountants, counsel, financial advisors and other representatives Affiliates (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives “Requesting Party”),
(i) a copy of each reportin connection with any Excluded Liability or Excluded Asset, schedule and other document filed by any of them with the SEC and
(ii) in connection with the transactions contemplated by this Agreement preparation of the Purchase Price Adjustment or that any financial statement, Return (or any amendment thereto) or other report or document to be furnished to any Governmental Authority, in any case, after the Closing Date, upon reasonable notice, the other parties shall, at no cost to the Requesting Party, (1) afford the officers, employees and authorized agents and representatives of the Sellers reasonable access, during normal business hours, to the offices, properties, books and records of such other party relating to the Business, the Transferred Assets, the Assumed Liabilities and the Newspapers, (2) furnish to the officers, employees and authorized agents and representatives of the Requesting Party such available additional financial and operating data and other information regarding the Business, the Transferred Assets, the Assumed Liabilities and the Newspapers as the Requesting Party may have a material effect on their respective businessesfrom time to time reasonably request, (3) make available to the Requesting Party the employees of such other party and its Affiliates whose assistance, testimony or presence is reasonably necessary to assist the Requesting Party, including in evaluating, preparing, investigating, defending and resolving any such claims, litigation, proceedings, or investigations, including the presence of such persons as witnesses in depositions, hearings or trials for such purposes, (4) at any time after the execution of the Agreement, provide assistance to the Requesting Party in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Transferred Assets or the Business, and (ii5) cooperate with the Requesting Party, and cause its and its Affiliates’ officers, employees, agents and representatives so to cooperate with the Requesting Party, in connection therewith; provided, however, that such access shall be provided in a manner which will not unreasonably interfere with the Business or other businesses of such other information concerning Buyer's business as GST party or any of its Affiliates.
(c) Either party agrees that it shall preserve and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions keep all books and records relating to the obligations Transferred Assets, Assumed Liabilities and the Business in such party’s or an Affiliate’s possession for a period of at least six years from the respective parties Closing Date and each other party hereto shall have the right, at their expense, to consummate the transactions contemplated hereby. Seller obtain copies of all or part of such books and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementrecords.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GateHouse Media, Inc.), Asset Purchase Agreement (GateHouse Media, Inc.)
Access to Information. (a) GST and Seller shall cause the Company to afford to Buyer andPurchaser reasonable access, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access upon reasonable notice during normal business hours throughout hours, consistent with applicable Law and in accordance with the reasonable procedures established by Seller, during the period prior to the Closing Date Closing, to all of its the properties, books, contractsContracts, commitments records and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly personnel of Seller and its Subsidiaries to the Buyer or Buyer Representatives extent related to the Business, the Purchased Assets and the Target Entities; provided, however, that (i) a copy neither Seller nor any of each report, schedule and other document filed by its Affiliates shall be required to violate any obligation of confidentiality to which it with the SEC or any of its Affiliates may be subject in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation discharging their obligations pursuant to this Section 4.1 5.4(a) (provided that, if and to the extent practicable, Seller shall amend use reasonable best efforts to otherwise make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such obligation of confidentiality); (ii) Seller shall make available, or modify cause its Subsidiaries to make available, Business Service Provider personnel files only after the Closing Date and, with respect to any representations Business Service Providers, if and when Purchaser provides Seller with notice that the applicable Business Service Providers have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not make, or warranties made herein cause to be made, available medical records, workers compensation records or the conditions results of any drug testing; and that Purchaser shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) and their respective Affiliates harmless from any Liabilities arising out of or relating to the obligations transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Transferred Leased Property, or any other property of Seller, the other Seller Entities, the Target Entities or any of their respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Affiliates.
(b) Buyer Purchaser agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall afford GST and Seller be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and, on except as contemplated by this Agreement, none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the employees of the Business (or the Seller or its Affiliates) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Law (provided that, if and to the extent practicable, Seller shall use reasonable best efforts to otherwise make appropriate alternative disclosure arrangements in a need manner that would not reasonably be expected to know basisviolate such attorney-client privilege or contravene any Law).
(c) Without limiting any provision of Article VI, at and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other Party, its Affiliates and their respective accountantsRepresentatives, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior hours, upon reasonable notice, access to the Closing Date to all of the respective properties, books, contractsContracts, commitments records and records (includingemployees of the Business and the Target Entities to the extent that such access may be reasonably requested by such Party, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC including in connection with the transactions contemplated by financial statements, Taxes, reporting obligations and compliance with applicable Laws; provided, however, that nothing in this Agreement shall limit any Party’s or that its Affiliates’ rights of discovery.
(d) Each Party agrees to hold all the books and records of the Business existing on the Closing Date in such Party’s possession and not to destroy or dispose of any thereof for a period of eight (8) years from the Closing Date or such longer time as may have a material effect on their respective businesses, and be required by Law.
(iie) such other information concerning Buyer's business as GST and Seller shall reasonably request; Nothing in Section 2.4 or Section 2.5 is intended to limit or expand any of the rights or obligations provided that no investigation pursuant to in this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement5.4.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (GCP Applied Technologies Inc.), Stock and Asset Purchase Agreement (GCP Applied Technologies Inc.)
Access to Information. (a) GST Between the date hereof and Seller the Closing Date, PLAC, PFG and SFC shall cause the Company Companies, Services and PCFS to afford give to Buyer and, on a need to know basis, and its accountants, counsel, financial advisors accountants and other authorized representatives (the "Buyer Representatives") and agents, full access access, during normal regular business hours throughout the period prior and upon reasonable advance notice, to the Closing Date to any and all of its their respective premises, properties, books, contracts, commitments books and records (includingrecords, but not limited toand will cause their respective officers and employees to furnish to Buyer and its representatives, tax returns) andexcept where prohibited by law, during such periodany and all data and information pertaining, shall furnish promptly directly or indirectly, to the Companies, the ConLife Employees, the PCFS Employees and the PCFS Assets that Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesshall from time to time reasonably request, and (ii) such other information concerning the Company's business as shall permit Buyer shall reasonably request; provided that no investigation pursuant and its representatives to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebymake extracts and copies thereof. Buyer shall treat, and shall cause the Buyer Representatives not exercise its rights under this Section 5.3(a) in such a manner as to treat, all such materials and information in accordance unreasonably interfere with the terms and conditions ordinary operations of that certain Mutual Non-Disclosure Agreement dated December any of the Companies, 1997 between Buyer and GST (the "Non-Disclosure Agreement")Services or PCFS.
(b) Buyer As part of the foregoing review, PennLife shall, and PFG and PLAC shall afford GST cause PennLife to, retain and Seller and, on a need permit the Reserves Consultants to know basis, their respective accountants, counsel, financial advisors and conduct independent reviews of all insurance reserves of PennLife (other representatives than life insurance reserves) (the "Seller RepresentativesPennLife Insurance Reserves") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties), books, contracts, commitments and records (including, including but not limited toto disability income claim reserves.
(c) If the transactions contemplated herein are consummated, Buyer covenants and agrees that it shall preserve and keep the records of the Companies delivered to it hereunder for a period of seven years from the Closing Date, and shall make such records available to PLAC, PFG and SFC (without charge, other than reasonable photocopying expenses if copies are so requested by PFC, PLAC or SFC), as reasonably requested by PLAC, PFG and SFC in connection with any legal proceedings by or against, or governmental investigations of, PLAC, PFG and SFC or any of their affiliates, or in connection with any tax returnsexamination of PLAC, PFG and SFC or any consolidated group of which any of them was a part or for any other proper business purpose of PLAC, PFG or SFC or their affiliates.
(d) of Buyer If the transactions contemplated herein are consummated, Buyer, Sellers and the Companies jointly covenant and agree that, from and after the Closing Date, each will use its subsidiaries and, during such period, shall furnish promptly reasonable best efforts to GST and Seller or the Seller Representatives cooperate with each other in connection with (i) a copy the preparation of each report, schedule and other document filed by any Tax Return described in Section 5.17(e) or 5.17(f) of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) any action, suit, proceeding, investigation or audit of any of them relating to any Tax liability that may be the subject of indemnification under Article VIII of this Agreement. In furtherance thereof, Buyer, Sellers and the Companies further covenant and agree to promptly respond to all inquiries related to such other information concerning Buyer's business as GST matters and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions provide, to the obligations extent reasonably possible, substantiation of the respective parties transactions and to consummate the transactions contemplated hereby. Seller make available and GST shall treat, furnish appropriate documents and shall cause the Seller Representative to treat, all such materials and information personnel in accordance with the terms and conditions of the Non-Disclosure Agreementconnection therewith.
Appears in 2 contracts
Samples: Purchase Agreement (Penncorp Financial Group Inc /De/), Purchase Agreement (Universal American Financial Corp)
Access to Information. (a) GST The Company shall permit Purchaser and Seller shall cause the Company to afford to Buyer andits officers, on a need to know basisdirectors, its accountantsprincipals, counselemployees, financial advisors advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) to meet with its respective personnel who are responsible for its financial statements, its internal controls, and its disclosure controls and procedures to discuss such matters as Purchaser may deem reasonably necessary or appropriate for Purchaser to satisfy its obligations (if any) under the "Buyer Representatives") full access during normal business hours throughout SOXA post-Closing Date. From the period prior date hereof until the Closing Date, the Company, Seller and PRMA (with respect to the Closing Date Convenience Store) shall afford Purchaser and its Representatives reasonable access (including for inspection and copying) at all reasonable times to all the Company, the Convenience Store, each of its propertiesthe Company’s, booksSeller’s and PRMA’s Representatives, contracts, commitments books and records (includingrelating to the business, but not limited toassets and properties of the Company and the Convenience Store, tax returns) andas applicable, during such period, and shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each reportPurchaser with such financial, schedule operating and other document filed by it with the SEC data and information in connection with the transactions contemplated by this Agreement or that business of the Company and the Convenience Store, as applicable, as Purchaser may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer On the Closing Date, the Company, Seller and PRMA will deliver or cause to be delivered to Purchaser all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Company or Seller relating to the business of the Company, or in the possession of the Company or PRMA relating solely to the business of the Convenience Store; provided, that, Seller and PRMA may retain, at Seller’s sole cost and expense, copies of the aforementioned items (including without limitation copies of the Customer List); and provided further that Seller, PRMA and their Affiliates shall afford GST keep strictly confidential and Seller andshall not disclose any such information or use any such information for any purpose other than in connection with any Tax, on a need audit or similar inquiry relating to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period periods prior to the Closing Date Closing, the preparation of financial statements relating to all the Company or the Convenience Store prior to the Closing, or the pursuit of any suit, claim, action, proceeding or investigation reasonably related to claims arising or accruing prior to the Closing. Notwithstanding the foregoing, Seller’s obligations relating to the Customer List are governed by the terms of Section 6.9(c).
(c) The MGM Entities shall deliver to Purchaser promptly after they become available and in any case within twenty-five (25) days after the end of each calendar month, combined unaudited balance sheets and statements of income of the respective propertiesCompany and PRMA (on a combined basis) as of and for the one (1) month period then ended, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish as promptly to GST and Seller or as they become available after the Seller Representatives (i) a copy end of each reportcalendar quarter, schedule combined unaudited balance sheets and other document filed by any statements of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations income of the respective parties Company and the Convenience Store (on a combined basis) as of and for the year to consummate the transactions contemplated herebydate then ended. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementSuch financial statements will include Retained Property.
Appears in 2 contracts
Samples: Purchase Agreement (MGM Mirage), Purchase Agreement (Herbst Gaming Inc)
Access to Information. (a) GST Between the date of this Agreement and Seller shall cause the Cut-Off Date, the Company to and its Subsidiaries will promptly afford to Buyer and, on a need to know basis, Parent and its accountants, counsel, financial advisors and other authorized representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with for the transactions contemplated by this Agreement hereby and the authorized representatives of such parties and persons providing or that committing to provide Parent or the Purchaser financing for the transactions contemplated hereby, access at all reasonable times to the officers, employees, agents, properties, offices and all other facilities, books and records of the Company and its Subsidiaries as Parent may have a material effect on reasonably request. Additionally, the Company will promptly permit Parent and its businessesauthorized representatives for the transactions contemplated hereby, and (ii) the authorized representatives of such parties and persons providing or committing to provide Parent or the Purchaser financing for the transactions contemplated hereby to make such inspections of the Company and its operations at all reasonable times as it may reasonably require and will cause its officers, employees and agents, and those of its Subsidiaries to furnish Parent with such financial and operating data and other information concerning with respect to the Company's business and properties of the Company and its Subsidiaries as Buyer shall reasonably Parent may from time to time request; provided that no . No investigation pursuant to this Section 4.1 ------- 6.1 shall amend affect any representation or modify warranty in this Agreement of any representations party --- hereto or warranties made herein or the conditions any condition to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")hereto.
(b) Buyer Between the date hereof and the Effective Time, the Company shall afford GST furnish to Parent, within twenty-five (25) business days after the end of each calendar month (commencing with June 2000), an unaudited balance sheet of the Company as of the end of the such month, and Seller the related statements of earnings, stockholders' equity; and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives within twenty-five (25) business days after the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy end of each reportcalendar quarter, schedule and other document filed by any of them cash flows for the quarter then ended, each prepared in accordance with generally accepted accounting principles in conformity with the SEC in connection practices consistently applied by the Company with respect to its monthly financial statements. All the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller foregoing shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information be in accordance with the terms books and conditions records of the Non-Disclosure AgreementCompany and shall fairly present its financial position (taking into account the differences between the monthly and quarterly statements prepared by such party in conformity with its past practices) as of the last day of the period then ended.
Appears in 2 contracts
Samples: Merger Agreement (Kaplan Inc), Merger Agreement (Kaplan Inc)
Access to Information. (a) GST and Seller shall cause From the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to date of this Agreement until the Closing Date to all of its propertiesDate, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatSeller shall, and shall cause the Acquired Companies to, give Buyer and its authorized Representatives, upon reasonable advance written notice and during regular business hours, reasonable access to all books, records, personnel, officers and other facilities and properties of the Acquired Companies and shall cause its Representatives to treatreasonably cooperate with Buyer with respect to the foregoing; provided, all that any such materials and information access shall be conducted at Buyer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), under the terms supervision of Seller’s or its Affiliates’ personnel and conditions in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer Seller and GST its Affiliates (including the "Non-Disclosure Agreement"Acquired Companies).
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (From the "Seller Representatives") full access during normal business hours throughout the period prior to date of this Agreement until the Closing Date Date, Seller shall make available to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy within sixty (60) days following the end of each reportcalendar quarter other than the last calendar quarter of any calendar year, schedule the unaudited statutory statements of PLICMI, in each case together with any exhibits, schedules and other document filed by any notes thereto (the “Future Quarterly Statutory Statements”) and the unaudited quarterly GAAP consolidated financial statements of them with GBIG, LLC (the SEC “Future Quarterly GAAP Financial Statements”), in connection with each case, as of the transactions contemplated by this Agreement or that may have a material effect on their respective businessesend of and for such calendar quarter, and (ii) within seventy-five (75) days following the end of each calendar year, the unaudited statutory statements of PLICMI, in each case together with any exhibits, schedules and notes thereto (the “Future Annual Statutory Statements”) and the audited annual GAAP consolidated financial statements of GBIG, LLC (the “Future Annual GAAP Financial Statements”), in each case, as of and for such calendar year.
(c) Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and Seller or any of its Affiliates executed on or prior to the date hereof, Seller shall have no obligation to make available to Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any Company Employee, (ii) any Tax Return filed by Seller or any of their Affiliates or predecessors, or any related material, in each case not relating to any of the Acquired Companies, or (iii) any other information concerning Buyer's business as GST and if Seller determines, in its reasonable judgment based on legal advice from counsel, that making such information available would (A) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or (B) contravene any applicable Law, Governmental Order or any fiduciary duty, it being understood that, in each case, Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify (1) cooperate with any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treatrequests for, and shall cause the Seller Representative use its reasonable best efforts to treatobtain any, all waivers and (2) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure to Buyer to occur without so jeopardizing any such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementprivilege or immunity or contravening such applicable Law, Governmental Order or fiduciary duty.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ares Management Corp), Stock Purchase Agreement
Access to Information. (ai) GST Each Shareholder and Seller shall the Company, jointly and severally, understand and acknowledge that the Purchaser has not completed its examination of the Company, its Subsidiaries, the Assets and the Business and therefore requires continuous reasonable access to the Company, its Subsidiaries, the Assets and the Business, from the date of this Agreement through the earlier to occur of (x) the Closing Date and (y) the date on which this Agreement is terminated in accordance with the provisions of Section 10.01 hereof.
(ii) Each Shareholder and the Company, jointly and severally, agree that during the period from the date of this Agreement through the earlier to occur of (x) the Closing Date and (y) the date on which this Agreement is terminated in accordance with the provisions of Section 10.01 hereof, the Company will, the Shareholders will (only with respect to information relating to the Company and its Subsidiaries), the Parent will cause NGC and NCC (only with respect to information relating to the Company and its Subsidiaries) to, NGC and NCC will cause the Company to afford to Buyer andand its Subsidiaries to, on a need to know basisthe Company will cause its Subsidiaries to, its and the Company and each of the Shareholders will cause their respective Affiliates, directors, officers, employees, accountants, counsel, financial advisors consultants, investment bankers and other representatives to:
(A) upon reasonable notice to the "Buyer Representatives"Company, give the Purchaser and its authorized representatives, including, without limitation, investors, lenders, environmental consultants and advisors, and respective authorized employees, accountants, counsel and other representatives of any of the foregoing (I) full access during normal business hours throughout the period prior to the Closing Date hours, reasonable access to all plants, offices, personnel (including the Persons responsible for the preparation of its Tax Returns), warehouses, facilities, properties, books, contractsContracts, commitments and records (including accountant’s work papers) of or relating to the Company and its Subsidiaries, including, but not limited towithout limitation, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule Assets and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesBusiness, and (iiII) such financial and operating data and other information concerning with respect to the Company's business Business and the Assets as Buyer shall any of them may from time to time reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or and
(B) permit the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatPurchaser and its authorized representatives, including, without limitation, investors, lenders, environmental consultants and advisors, and shall cause the Buyer Representatives to treatrespective authorized employees, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors counsel and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of any of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during foregoing to make such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by inspections thereof as any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided , including, without limitation, the real estate and facility audit that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations is currently in progress and an Environmental Site Assessment of the respective parties to consummate the transactions contemplated hereby. Seller Current Properties and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementenvironmental compliance audits.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Northwestern Corp), Asset Purchase and Sale Agreement (Avaya Inc)
Access to Information. (a) GST Between the date hereof and Seller shall cause the Closing Date, the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors will give Newco and other Newco's authorized representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all of its propertiesemployees, booksplants, contractsoffices, commitments warehouses and records (includingother facilities and to all of its books and records, will permit Newco to make such inspections as Newco may reasonably require and will cause its officers and those of the Company Subsidiaries to furnish Newco with such financial and operating data and other information with respect to its and the Company Subsidiaries' business, properties and personnel as Newco from time to time reasonably request, but in any such case only to the extent as not limited toto unreasonably interfere with its business and operations or those of the Company Subsidiaries; provided that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of the representations or warranties made by either party in this Agreement or in any certificate required to be delivered pursuant to Section 6.2 or 6.3.
(b) Between the date hereof and the Closing Date, tax returns) and, during such period, the Company shall furnish promptly to the Buyer or Buyer Representatives Newco (i) a copy within 15 days after the end of each reportretail period, schedule an unaudited balance sheet, income statement and other document filed by it statement of cash flows of the Company and the Company Subsidiaries on a consolidated basis and (ii) within 30 days after the end of each fiscal quarter, an unaudited balance sheet, income statement and statement of cash flows of the Company and the Company Subsidiaries on a consolidated basis, each prepared in accordance with GAAP in conformity with the SEC practices consistently applied by the Company with respect to its retail period or quarterly financial statements (as the case may be). All the foregoing shall be in accordance with the books and records of the Company and fairly present the consolidated financial position of the Company as of the last day of the period then ended and the consolidated results of operations of the Company as of the last day of the period then ended (in each case, taking into account the differences between retail period and quarterly statements prepared by the Company in conformity with its past practices).
(c) Newco will hold and will cause its consultants and advisors to hold in confidence all documents and information concerning the Company furnished to Newco in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Confidentiality Agreement entered into between the Company and Newco dated December as of January 14, 1997 between Buyer and GST (collectively the "Non-Disclosure Confidentiality Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 2 contracts
Samples: Transaction Agreement (Harrys Farmers Market Inc), Transaction Agreement (Progressive Food Concepts Inc)
Access to Information. (a) GST Between the date hereof and Seller shall cause the Effective Time, the Company to afford to Buyer and, on a need to know basis, its accountantswill give Parent and MergerSub and their authorized representatives (including, counsel, financial advisors advisors, auditors, and other representatives (the "Buyer Representatives"environmental consultants) full reasonable access during normal business hours throughout the period prior to the Closing Date to all of its propertiesemployees, booksplants, contractsoffices, commitments warehouses, and other facilities and to all books and records of the Company and its subsidiaries, will permit Parent and MergerSub to make such inspections as Parent and MergerSub may reasonably require (including, but not limited toany environmental audit, tax returnsinvestigation, or study) andand will cause the Company's officers and those of its subsidiaries to furnish Parent and MergerSub with such financial and operating data and other information in respect of the business, during such periodproperties, and personnel of the Company and its subsidiaries as Parent or MergerSub may from time to time reasonably request, provided that no investigation pursuant to this Section 6.2(a) shall affect or be deemed to modify any of the representations or warranties made by the Company.
(b) Between the date hereof and the Effective Time, the Company shall furnish promptly to the Buyer or Buyer Representatives Parent and MergerSub (i) a copy within five business days after the delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company management, (ii) at the earliest time they are available, such quarterly and annual financial statements as are prepared for the Company's SEC filings, which (in the case of each reportthis clause (ii)), schedule and other document filed by it shall be in accordance with the SEC books and records of the Company, and (iii) as soon as available but in no event later than May 30, 1999, the complete consolidated financial statements of the Company and its subsidiaries for the fiscal year ended March 31, 1999, including footnotes, prepared in accordance with GAAP and reviewed by (but excluding the opinion of) the Company's independent auditors.
(c) Each of Parent and MergerSub will hold and will cause its authorized representatives to hold in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or MergerSub in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement agreement entered into between the Company and Parent dated December March 2, 1997 between Buyer and GST 1999 (the "Non-Disclosure AgreementCONFIDENTIALITY AGREEMENT").
(b) Buyer . Notwithstanding the foregoing, the Company shall afford GST and Seller and, on a need not be required to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period provide or disclose to Parent or MergerSub any documents or materials relating to any Acquisition Proposal made prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementdate hereof.
Appears in 2 contracts
Samples: Merger Agreement (Texas Instruments Inc), Merger Agreement (Texas Instruments Inc)
Access to Information. (a) GST During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, upon reasonable notice, Seller shall and the Canadian Subsidiary will (and will cause the Company to each of its Subsidiaries to) afford to Buyer andthe officers, on a need to know basis, its accountantsemployees, counsel, financial advisors accountants and other authorized representatives (the "Buyer Representatives") full of Purchaser reasonable access during normal business hours throughout the period prior to all properties, personnel, books and records relating to the Closing Date North America Business, the Transferred Assets and the Assumed Liabilities and furnish to all of its properties, books, contracts, commitments such Persons such financial and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule operating data and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business North America Business, the Transferred Assets and the Assumed Liabilities, as Buyer shall such Persons will from time to time reasonably request; provided that no request and instruct the officers, directors, employees, counsel and financial advisors of Seller and its Subsidiaries to discuss the North America Business, the Transferred Assets and the Assumed Liabilities and otherwise fully cooperate with the other party in its investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties business of Seller and its Subsidiaries; provided, however, that any such access shall be conducted at a reasonable time under the supervision of personnel of the Seller or its Subsidiaries, as the case may be; provided, further, however, that neither Purchaser nor its representatives shall (i) have the right to consummate conduct any intrusive environmental investigations of any nature including any soil, water, air or structural sampling at the transactions contemplated hereby. Buyer North America Business or any property related thereto; or (ii) subject to Article VII, communicate to Seller’s employees or customers, directly or indirectly, without the prior consent of Seller (which consent shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"not be unreasonably withheld).
(b) Buyer At the Closing and for a reasonable time following Closing, not less than 24 months, Seller and the Canadian Subsidiary shall afford GST make available to Purchaser copies of all books and Seller andrecords relating to the North America Business, on a need to know basisand sales literature, their respective accountantsproduct information, counsel, financial advisors employment records and files and other representatives information and/or data related to or used by Seller and its Subsidiaries in, or that arise out of, the operation of the North America Business and are not included in the Records, that the Purchaser may reasonably request.
(c) Subject to Section 6.4(e) and Section 10.15, nothing herein shall require the "Seller Representatives"to disclose any information to Purchaser if such disclosure would, in its reasonable judgment (i) full access during normal business hours throughout the period jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the Closing Date date of this Agreement (including any confidentiality agreement to all which it or its Affiliates is a party); provided, however, that Seller shall provide Purchaser with notice of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries information so withheld and, during such periodto the extent requested by Purchaser, shall furnish promptly cooperate with Purchaser to GST and Seller or implement such arrangements as may be necessary in order to permit such disclosure without resulting in the Seller Representatives effects specified in clauses (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Liberate Technologies), Asset Purchase Agreement (Liberate Technologies)
Access to Information. (a) GST Subject to the Confidentiality Agreement, Company agrees to provide Parent and Seller its Representatives, from time to time prior to the Effective Time, such information as Parent shall cause the reasonably request with respect to Company to afford to Buyer and, on a need to know basis, and its accountants, counselSubsidiaries and their respective businesses, financial advisors conditions and other representatives (operations and such access to the "Buyer Representatives") full properties, books and records and personnel of Company and its Subsidiaries as Parent shall reasonably request, which access shall occur during normal business hours throughout and shall be conducted in such manner as not to interfere unreasonably with the period prior conduct of the business of Company or its Subsidiaries; provided that Company shall not be required to (or to cause any of its Subsidiaries to) provide such information or access to the Closing Date extent that doing so would violate applicable Law or any contract or obligation of confidentiality owing to a third party or result in the loss of attorney-client privilege, in which case the parties will use their Specified Efforts to make appropriate substitute disclosure arrangements.
(b) Parent and Company shall comply with, and shall cause their respective Representatives, directors, officers and employees to comply with, all of their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein.
(c) From and after the date hereof, Company shall provide Parent within ten (10) Business Days of the end of such month with (1) an unaudited consolidated balance sheet of Company and its propertiesSubsidiaries as of the end of each calendar month, books(2) an unaudited unconsolidated balance sheet of Company as of the end of each calendar month, contracts(3) the unaudited AOCI of Company as of the end of each calendar month, commitments and records (including4) the unaudited general ledger of Company as of the end of each calendar month (collectively, but not limited to, tax returns) and, during such period, the “Unaudited Monthly Financial Statements ”). The Unaudited Monthly Financial Statements shall furnish promptly to the Buyer or Buyer Representatives (i) a copy be prepared from, and in accordance with, the books and records of each report, schedule Company and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesSubsidiaries, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions with respect to the obligations foregoing clauses (1) and (2), fairly present in all material respects the consolidated results of operations, and consolidated financial position of Company and the Company Subsidiaries for the respective fiscal periods or as of the respective parties dates therein set forth (subject in the case of unaudited statements to consummate the transactions contemplated hereby. Buyer shall treatrecurring year-end audit adjustments normal in nature and amount).
(d) Company shall, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited Company’s independent auditor to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them cooperate with the SEC Parent in connection with the transactions contemplated by this Agreement or preparation of financial statements, if any, of Company and pro forma financial statements that Parent may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance file with the terms Securities and conditions of the Non-Disclosure AgreementExchange Commission.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Triumph Bancorp, Inc.)
Access to Information. (a) GST and Seller shall cause From the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to date of this Agreement until the Closing Date to all of its propertiesDate, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatSeller shall, and shall cause its Affiliates to, give Buyer and its authorized Representatives, upon reasonable advance written notice and during regular business hours, reasonable access to all books, records, personnel, officers and other facilities and properties of the Acquired Companies other than, with respect to HLI, books (or portions thereof), records (or portions thereof), personnel, officers and other facilities and properties to the extent relating to Unrelated HLI Assets or Unrelated HLI Liabilities, and, solely to the extent relating to the HLA Insurance Contracts, HLA, including, to the extent available with reasonable diligence, such additional financial and operating data and other information regarding or relating to the Acquired Companies, the Business, the HLI Notes, the Acquired Assets and the Assigned Lease as Buyer Representatives to treatmay reasonably request; provided, all that any such materials and information access shall be conducted at Buyer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), under the terms supervision of Seller’s or its Affiliates’ personnel and conditions in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer Seller and GST its Affiliates (including the "Non-Disclosure Agreement"Acquired Companies).
(b) From the date hereof through the Closing Date, Seller shall make available to Buyer shall afford GST (i) within sixty (60) days following the end of each calendar quarter other than the last calendar quarter of any calendar year, the unaudited statutory statements of each Insurance Company and HLA, in each case together with the exhibits, schedules and notes thereto (the “Future Quarterly Statutory Statements”) and the unaudited quarterly GAAP consolidated financial statements of HLIC (the “Future Quarterly GAAP Financial Statements”), in each case, as of the end of and for such calendar quarter, (ii) within seventy-five (75) days following the end of each calendar year, the unaudited statutory statements of each Insurance Company and HLA, in each case together with the exhibits, schedules and notes thereto (the “Future Annual Statutory Statements”) and the audited annual GAAP consolidated financial statements of HLIC (the “Future Annual GAAP Financial Statements”), in each case, as of and for such calendar year, and (iii) as promptly as reasonably practicable following the preparation thereof, any amendments or errata to the Actuarial Appraisal.
(c) Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and Seller and, executed on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period or prior to the Closing Date date hereof, Seller shall have no obligation to all make available to Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy any personnel file, medical file or related records of each reportany Business Employee, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such except as provided in Section 10.04 any Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies) or predecessors, or any related material or (iii) any other information concerning Buyer's business as GST and if Seller determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or (B) contravene any applicable Law, Governmental Order or any fiduciary duty, it being understood that Seller shall reasonably request; provided (x) cooperate with any requests for, and use its reasonable best efforts to obtain, any waivers and (y) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that no investigation pursuant would enable any otherwise required disclosure to Buyer to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Governmental Order or fiduciary duty.
(d) Solely for purposes of this Section 4.1 7.02, the Specified Third-Party Reinsurer, the retrocessionaire under any of the Specified Third Party Reinsurance Agreements or any other potential reinsurer, counterparty or source of capital shall amend or modify any representations or warranties made herein or the conditions be deemed to be an authorized “Representative” of Buyer to the obligations extent set forth in Section 17 of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the NonThird-Disclosure AgreementParty Reinsurance Agreement Binder.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De), Stock and Asset Purchase Agreement
Access to Information. (a) GST and Seller After Closing, Purchaser shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior provide to the Closing Date to all officers, employees, agents and representatives of its properties, books, contracts, commitments and records (including, but not limited Seller Indemnitees reasonable access to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives : (i) a copy of each reportthe Books and Records with respect to the Property; (ii) the Property; and (iii) the employees at the Property, schedule and other document for any purpose that is commercially necessary, including, without limitation, to prepare any documents required to be filed by it with Seller, Operating Tenant or any of their Affiliates under Applicable Law or to investigate, evaluate and defend any claim, charge, audit, litigation or other proceeding made by any Person or insurance company involving Seller, Operating Tenant or any of their Affiliates; provided, however, that (A) Seller Indemnitees shall provide reasonable prior written notice to Purchaser, (B) Purchaser shall not be required to provide such access during non-business hours, (C) Purchaser shall have the SEC right to accompany the officer, employees, agents or representatives of Seller Indemnitees in connection with providing access to the transactions contemplated by Books and Records, Property or employees of Purchaser (or Purchaser’s manager) as provided in this Agreement or that may have a material effect on its businessesSection 8.9, and (iiD) such other information concerning Seller shall defend, indemnify and hold harmless Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by Purchaser Indemnitees arising from any examinations, tests, investigations or studies of the Company's business as Buyer shall reasonably request; provided that no investigation Property conducted by Seller Indemnitees or Seller’s employees, agents or representatives pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby8.9. Buyer shall treatPurchaser, at its cost and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such periodexpense, shall furnish promptly retain all Books and Records with respect to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed Property purchased by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation Purchaser pursuant to this Master Purchase and Sale Agreement for a period of seven (7) years after the Closing Date. This Section 4.1 8.9 shall amend or modify any representations or warranties made herein or survive the conditions to initial Closing and all subsequent Closings hereunder, as well as the obligations termination of the respective parties to consummate the transactions contemplated hereby. Seller this Master Purchase and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Sale Agreement.
Appears in 2 contracts
Samples: Master Purchase and Sale Agreement (Hersha Hospitality Trust), Master Purchase and Sale Agreement (Hersha Hospitality Trust)
Access to Information. (a) GST During the Pre-Closing Period, and Seller upon reasonable advance notice received from either Buyer or Parent, as the case may be, the Sellers or Buyer, respectively, shall cause give the other Party and its authorized representatives reasonable access, during regular business hours, to any information available to them to the extent concerning the Business and the Company to afford to Group or the businesses of Buyer andand its Subsidiaries, on a need to know basisrespectively, its accountantsas may reasonably be requested by such other Party, counselincluding, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date extent in the relevant Person’s possession, all Books and Records (or all books and records of Buyer and its Subsidiaries), Tax records, Tax Returns and any other Tax-related documents of the Company Group or Buyer and its Subsidiaries, respectively, and to all of its properties, booksplants, contractsoffices, commitments warehouses, Facilities and records (includingsenior management of the Company and its Subsidiaries or Buyer and its Subsidiaries, but respectively, such access to be provided at the sole cost and expense of the Party making such request and to be exercised in a manner that does not limited tounreasonably interfere with the operations of any Seller, tax returns) andany member of the Company Group, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy any of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Buyer’s Subsidiaries.
(b) All requests from Buyer or Parent for access pursuant to this Section 5.06 shall be directed to, with respect to Parent, the individual listed on Section 5.06(a) of the Sellers Disclosure Schedules and, with respect to Buyer, the individual listed on Section 5.06(a) of the Sellers Disclosure Schedules (or, in each case, his or her designee), and each Party providing access hereunder shall have the right to have one or more of its representatives present at all times during any access given pursuant to this Section 5.06.
(c) Notwithstanding anything to the contrary in this Agreement, neither Buyer nor the Sellers shall be required to disclose any information or provide any access to any other Party or its representatives if such disclosure or access would, in Buyer’s or the Sellers’, respectively, reasonable judgment, (i) jeopardize any attorney-client or other legal privilege or immunity or protection from disclosure, (ii) violate any Contract or contravene any applicable Law or fiduciary duty (provided, however, that upon the requesting Party’s request, such other Party hereto shall use its commercially reasonable efforts to cooperate with the requesting Party to put in place arrangements to permit such disclosure without violating such Contracts or contravening such Laws or fiduciary duties) or (iii) result in the disclosure of competitively-sensitive information. Buyer and the Sellers shall use commercially reasonable efforts to cooperate in the joint defense of any Action or investigation resulting from such disclosure’s violation of any Contract or contravention of any applicable Laws or fiduciary duty. No investigation or receipt of information by Buyer, the Sellers or their respective Affiliates pursuant to this Section 5.06 or otherwise shall affect or be deemed to modify any of the representations, warranties or covenants of Buyer or the Sellers made in this Agreement or any Person’s right to indemnification or any other remedy hereunder with respect to any breaches or inaccuracy thereof.
(d) Notwithstanding anything to the contrary in this Agreement, during the Pre-Closing Period, (i) without the prior written consent of the Sellers (which consent may be withheld for any reason), (A) Buyer shall afford GST not, and Seller andshall cause its controlled Affiliates and representatives not to, on contact any Company Joint Venture or any vendor, supplier or customer of the Business or any member of the Company Group (or any other Person with whom any member of the Company Group has a need business relationship) regarding the business, operations or prospects of the Business or the Company Group or this Agreement or the transactions contemplated hereby other than in the Ordinary Course, and (B) Buyer shall not conduct, or permit its authorized representatives to know basisconduct, any invasive or subsurface investigations at any property or facility of the Company Group or Company Joint Venture without the prior written consent of the Sellers (which may be granted or withheld in Parent’s sole discretion) and (ii) without the prior written consent of Buyer (which consent may be withheld for any reason), (A) the Sellers shall not, and shall cause their respective accountantscontrolled Affiliates and representatives not to, counselcontact any vendor, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all supplier or customer of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) businesses of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller Subsidiaries (or the Seller Representatives (i) a copy of each report, schedule and any other document filed by Person with whom any of them with Buyer or its Subsidiaries has a business relationship) regarding the SEC in connection with business, operations or prospects of the businesses of Buyer and its Subsidiaries or Buyer or its Subsidiaries or this Agreement or the transactions contemplated by this Agreement or that may have a material effect on their respective businesseshereby other than in the Ordinary Course, and (iiB) such other the Sellers shall not conduct, or permit their authorized representatives to conduct, any invasive or subsurface investigations at any property or facility of Buyer or its Subsidiaries without the prior written consent of Buyer (which may be granted or withheld in Buyer’s sole discretion).
(e) All information concerning Buyer's business as GST and Seller shall reasonably request; access provided that no investigation pursuant to this Section 4.1 5.06 shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations terms of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Confidentiality Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Mosaic Co)
Access to Information. (a) GST and From the date hereof until the Closing, upon reasonable notice, the Seller shall cause is officers, employees, agents, representatives, accountants and counsel, and to the Company to extent a Subsidiary is engaged in the operation of the Business, shall cause such Subsidiary’s officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Buyer andthe officers, on a need to know basisemployees, its agents, accountants, counsel, financial advisors financing sources and other representatives (of the "Buyer Representatives") full access Purchaser reasonable access, during normal business hours throughout hours, under reasonable circumstances and at mutually agreed locations, to the period offices, properties, plants, other facilities, books and records of the Business and the Purchased Assets and to those officers, employees, agents, accountants and counsel of the Seller or its Subsidiaries who have knowledge relating to the Business and the Purchased Assets (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information (to the extent in the possession of the Seller or any Subsidiary) regarding the Business and the Purchased Assets (or legible copies thereof) as the Purchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser or any such other person if such disclosure would, in the Seller’s discretion (after consultation with outside counsel), (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws. Nothing contained in this Agreement shall be construed to give to the Purchaser, directly or indirectly, any rights to control or direct the operations of the Seller or Subsidiary in respect of the Business prior to the Closing Date Date.
(b) In order to all facilitate the resolution of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly any claims made against or incurred by the Seller prior to the Buyer or Buyer Representatives Closing, for a period of five years after the Closing, the Purchaser shall (i) retain the books and records relating to the Business relating to periods prior to the Closing and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records.
(c) In order to facilitate the resolution of any Claims made by or against or incurred by the Purchaser after the Closing or for any other reasonable purpose, for a copy period of each reportfive years following the Closing, schedule the Seller shall (i) retain the books and other document filed by it with records of the SEC Seller which relate to the Business and its operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make photocopies, at the Purchaser’s expense), during normal business hours, to such books and records.
(d) At or promptly following the Closing, the Seller shall provide to the Purchaser all materials that were made available in the virtual data room or the physical data room, as the case may be, in connection with the Purchaser’s evaluation of the transactions contemplated by this Agreement Agreement, including electronic copies of any lists or that may have a material effect on its businesses, and (ii) summaries prepared with respect to such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")materials.
(be) Buyer Between the date hereof and the Closing, the Seller shall afford GST and Seller anduse its reasonable best efforts, on in cooperation with the Purchaser, in establishing a need process whereby Cash received with respect to know basis, their respective accountants, counsel, financial advisors and other representatives (Receivables include in the "Seller Representatives") full access during normal business hours throughout the period prior Purchased Assets is directed to the Closing Date to all bank accounts of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementPurchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Goodman Networks Inc)
Access to Information. (a) GST Upon reasonable notice and subject to applicable laws relating to the exchange of information and to the Confidentiality Agreement, dated May 13, 2010, between Seller Parent and Protective Life Corporation (the “Confidentiality Agreement”), each of the Company and Seller shall cause the Company to afford to Buyer andthe officers, on a need to know basisemployees, its accountants, counsel, financial advisors counsel and other representatives (the "Buyer Representatives") full access of Buyer, access, during normal business hours throughout during the period prior from the date hereof to the Closing Date and in a manner that shall not be unduly disruptive on the Business, to all of its the Company’s properties, books, contracts, commitments and records as well as any employees of Seller, Seller Parent or the Company with knowledge of the Business. Buyer agrees that: (including, but A) such investigation shall be conducted in such a manner as not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it interfere unreasonably with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, operations of Seller and (ii) such other information concerning the Company's business as ; (B) all requests by Buyer shall reasonably request; provided that no investigation for access or availability pursuant to this Section 4.1 4.6 shall amend be submitted or modify directed exclusively to an individual to be designated by Seller; and (C) except as contemplated by this Agreement, Seller and the Company shall not be required to provide any representations books and records or warranties made herein reports based thereon that they do not maintain or prepare in the conditions to the obligations ordinary course of the respective their business. The parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, act at all such materials and information times in accordance with the terms and conditions provisions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Confidentiality Agreement").
(b) Buyer Seller shall afford GST cause to be delivered to Buyer, (x) for each calendar quarter from and Seller andafter the quarter ended September 30, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period 2010 that is completed prior to the Closing Date to all of the respective propertiesDate, books, contracts, commitments and records (includingas soon as practicable, but not limited toin any event within forty-five (45) days following the end of such quarter, tax returnsand (y) of Buyer for each quarter ending after January 1, 2010 and its subsidiaries andbefore September 30, during 2010, promptly following the date hereof, a report prepared by the Company with respect to such periodquarter, which, in each case shall furnish promptly to GST and Seller or the Seller Representatives include (i) a copy balance sheet of each reportthe Company as of the end of such quarter prepared in accordance with SAP, schedule and other document filed by any (ii) a balance sheet of them the Company as of the end of such quarter prepared in accordance with GAAP, (iii) a statement of earnings for the SEC Company for the year-to-date period ending at the end of such quarter prepared in connection accordance with SAP, (iv) a statement of earnings for the transactions contemplated by this Agreement or that may have a material effect on their respective businessesCompany for the year-to-date period ending at the end of such quarter prepared in accordance with GAAP, and (v) related statements of comprehensive income (loss), shareholder’s equity and cash flows for the year-to-date period ending at the end of such quarter prepared in accordance with GAAP (collectively, the “Quarterly Financial Statements”), except that with respect to the quarter ending September 30, 2010, clauses (ii), (iv) such other information concerning Buyer's business as GST and (v) above shall not apply and Seller shall reasonably request; provided that no investigation pursuant to this provide Buyer with the financial statements as described in Section 4.1 4.15(a). The Quarterly Financial Statements shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, be unaudited and shall cause the Seller Representative to treatnot include any notes, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementexhibits or schedules.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Protective Life Insurance Co), Stock Purchase Agreement (Torchmark Corp)
Access to Information. (a) GST During the period from the date of this Agreement through the earlier of the termination of this Agreement pursuant to its terms and Seller the Closing, the Company shall, and shall cause each Company Subsidiary to, subject to reasonable restrictions imposed from time to time upon advice of counsel respecting applicable Law or the Confidentiality Agreements, afford representatives of Parent, following notice from Parent to the Company to afford to Buyer andin accordance with this Section 6.4(a), on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all of its properties, offices, books, contracts, commitments and records and such financial (includingincluding all working papers) and operating data of the Company and the Company Subsidiaries and all other information concerning its business, but not limited toproperties, tax returns) andpersonnel, during such periodvendors, landlords/sublandlords, tenants, licensees and franchisees as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its representatives shall furnish promptly to the Buyer or Buyer Representatives (i) a copy contact or have any discussions with any of the Company’s employees, agents, or representatives, unless in each reportcase Parent obtains the prior written consent of the Company, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement which shall not be unreasonably withheld, conditioned or that may have a material effect on its businessesdelayed, and (ii) such other information concerning contact or have any discussions with any of the vendors, landlords/sublandlords, tenants/subtenants, licensees or franchisees of the Company or the Company Subsidiaries, unless in each case Parent obtains the prior written consent of the Company's business as Buyer , which shall reasonably request; provided not be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least three Business Days prior written notice thereof, setting forth the inspection or materials that no investigation Parent or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement. All information obtained pursuant to this Section 4.1 6.4(a) shall amend or modify any representations or warranties made herein or continue to be governed by the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Confidentiality Agreements.
(b) Buyer During the period from the date of this Agreement through the earlier of the termination of this Agreement pursuant to its terms and the Closing, Parent shall, and shall cause each Parent Subsidiary to, subject to reasonable restrictions imposed from time to time upon advice of counsel respecting applicable Law, afford GST and Seller andrepresentatives of the Company, on a need following notice from Company to know basisthe Parent in accordance with this Section 6.4(b), their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, offices, books, contracts, commitments and records and such financial (includingincluding all working papers) and operating data of Parent and the Parent Subsidiaries and all other information concerning its business, but not limited toproperties, tax returns) personnel, vendors, landlords/sublandlords, tenants, licensees and franchisees as the Company may reasonably request. Notwithstanding the foregoing, neither the Company nor any of Buyer and its subsidiaries and, during such period, representatives shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by contact or have any discussions with any of them with Parent’s or the SEC Parent Subsidiaries’ employees, agents, or representatives, unless in connection with each case the transactions contemplated by this Agreement Company obtains the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or that may have a material effect on their respective businessesdelayed, and (ii) contact or have any discussions with any of the vendors, landlords/sublandlords, tenants/subtenants, licensees or franchisees of Parent or the Parent Subsidiaries, unless in each case the Company obtains the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without Parent’s prior written consent. The Company shall schedule and coordinate all inspections with Parent and shall give Parent at least three Business Days prior written notice thereof, setting forth the inspection or materials that the Company or its representatives intend to conduct. Parent shall be entitled to have representatives present at all times during any such other inspection. Notwithstanding the foregoing, neither Parent nor any Parent Subsidiary shall be required to provide access to or to disclose information concerning Buyer's business as GST and Seller shall reasonably request; where such access or disclosure would jeopardize the attorney-client privilege of Parent or any Parent Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement. The Company will keep confidential all non-public information provided that no investigation to it pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat6.4(b), and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementexcept for disclosures required by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Albertsons Inc /De/), Merger Agreement (Supervalu Inc)
Access to Information. (a) GST From the date hereof until the Exchange Effective Time and Seller shall cause subject to Applicable Law and the Confidentiality Agreement dated as of October 10, 2008 between the Company to afford to Buyer andand Parent (the “Confidentiality Agreement”), on a need to know basisthe Company shall (i) give Parent and its officers, its directors, employees, investment bankers, attorneys, accountants, counsel, financial consultants or other agents or advisors and other representatives (the "Buyer “Representatives"”) full access during normal business hours throughout the period prior to the Closing Date to all of its offices, properties, books, contracts, commitments books and records (includingof the Company and its Subsidiaries, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) furnish to Parent and its Representatives such financial and operating data and other information concerning as such Persons may reasonably request and (iii) instruct the Company's business as Buyer shall reasonably request; provided that no 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 Section 4.1 shall amend 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 representations representation or warranties warranty made herein or by the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Company hereunder.
(b) Buyer From the date hereof until the Exchange Effective Time, Parent shall afford GST be entitled to appoint a representative of Parent (each, a “Parent Representative”) to each of the Bank’s Credit Committee, the Bank’s Assets and Seller andLiabilities Committee, on and each other committee of the Bank functioning at the operational level and with a need mandate covering the areas of operations addressed in clauses (d), (e), (f), (g), (h), (i), (j), (k), (o) and (p) in Section 8.01 above (each, a “Company Committee”). Each such Parent Representative shall be readily available for meetings of the applicable Company Committee. The Company shall furnish or cause to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period be furnished to each Parent Representative written notice at least two Business Days prior to the Closing Date to all each meeting of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) applicable Company Committee of Buyer and its subsidiaries and, during such period, meeting. Each Parent Representative shall furnish promptly be entitled to GST and Seller or the Seller Representatives (i) a copy attend every meeting of each reportthe applicable Company Committee, schedule and other document filed by any whether in person or telephonically, (ii) call meetings of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businessesapplicable Company Committee, and (iiiii) such other information concerning Buyer's business as GST and Seller object to any decision of the applicable Committee, which decision shall reasonably request; provided that no investigation pursuant to thereafter require the approval of the Chief Executive Officer or the Interim Chief Executive Officer of the Company before being adopted or executed. Parent’s rights under this Section 4.1 8.02(b) shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treatbe in addition to, and shall cause the Seller Representative to treatnot in limitation of, all such materials and information in accordance with the terms and conditions any of the Non-Disclosure Agreementits rights under Section 8.01.
Appears in 2 contracts
Samples: Transaction Agreement (Banco Santander, S.A.), Transaction Agreement (Sovereign Bancorp Inc)
Access to Information. (a) GST To the extent permitted by Law, between the date of this Agreement and the Closing Date, Seller shall cause the Company to afford to Buyer andwill, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal ordinary business hours throughout the period prior and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the Closing Date to all Purchased Assets and those of its properties, bookscontracts and records used principally in the Business or principally related to the Purchased Assets, to which Seller has the right to grant access without the consent of any other Person (and in the case where consent of another Person is required, only on such terms and conditions as may be imposed by such other Person); (ii) permit Buyer to make such reasonable inspections thereof (including but not limited to surveys thereof) as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; (iv) grant Buyer access to such officers and employees of Seller as Buyer may reasonably request in connection with obtaining information regarding the Business or the Purchased Assets, including with respect to any environmental matters, regulatory matters and financial information; (v) furnish Buyer with copies of surveys, legal descriptions of real property and easements, contracts, commitments leases and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly other documents with respect to the Purchased Assets in Seller’s possession and reasonable control; (vi) furnish Buyer or Buyer Representatives (i) with a copy of each material report, schedule and schedule, or other document principally relating to the Business filed by it Seller with, or received by Seller from, any Governmental Entity; and (vii) furnish Buyer all information concerning the Business Employees or Covered Individuals as reasonably requested; provided, however, that (A) any such investigation will be conducted, and any such access to officers and employees of Seller will be exercised, in such a manner as not to interfere unreasonably with the SEC operation of the Business or any other Person, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s Representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any of the Real Property to the condition substantially equivalent
1- LA/903877.26 to the condition such Real Property was in prior to any investigation of environmental matters), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and (D) Seller need not supply Buyer with any information which Seller is under a contractual or other legal obligation not to supply; provided, however, if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such information. Notwithstanding anything in this Section 8.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996, and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. Seller acknowledges and agrees that except for the information disclosed in Schedules 1.1-B, 3.1(a), 5.3(b), 5.5(a), 5.5(b), 5.8, 5.10(b), 5.10(c), 5.11, 5.14, 8.8(d)(ii)(D) and 8.8(d)(ii)-A to this Agreement, Buyer may include such information relating to the Business and the Purchased Assets as reasonably necessary in filings with the SEC, including in one or more registration statements filed by Buyer in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause obtaining the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Financing.
(b) Unless and until the transactions contemplated hereby have been consummated, Buyer shall afford GST will, and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors will cause its Affiliates and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited Buyer’s Representatives to, tax returns) of Buyer hold in strict confidence and its subsidiaries and, during such period, shall furnish promptly not use or disclose to GST and any other Person all Confidential Information. “Confidential Information” means all information in any form heretofore or hereafter obtained from Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with Buyer’s evaluation of the Business or the negotiation of this Agreement, whether pertaining to financial condition, results of operations, methods of operation or otherwise, other than information which is in the public domain through no violation of this Agreement or the Confidentiality Agreement by Buyer, its Affiliates, or Buyer’s Representatives. Notwithstanding the foregoing, Buyer may disclose Confidential Information to the extent that such information is required to be disclosed by Buyer by Law or in connection with any proceeding by or before a Governmental Entity, including any disclosure, financial or otherwise, required to comply with any SEC rules. In the event that Buyer believes any such disclosure is required, Buyer will give Seller notice thereof as promptly as possible and will cooperate with Seller in seeking any protective orders or other relief as Seller may determine to be necessary or desirable. In no event will Buyer make or permit to be made any disclosure of Confidential Information other than to the extent Buyer’s legal counsel has advised in writing is required by Law, and Buyer will use its reasonable best efforts to assure that any Confidential Information so disclosed is protected from further disclosure to the maximum extent permitted by Law. If the transactions contemplated hereby are not consummated, Buyer will promptly upon Seller’s request, destroy or return to Seller all copies of any Confidential Information, including any materials prepared by Buyer or Buyer’s Representatives incorporating or reflecting Confidential Information, and an officer of Buyer shall certify in writing compliance by Buyer with the foregoing. Seller acknowledges and agrees that this Agreement or that may have a material effect on their respective businesses(other than the information disclosed in Schedules 1.1-B, 3.1(a), 5.3(b), 5.5(a), 5.5(b), 5.8, 5.10(b), 5.10(c), 5.11, 5.14, 8.8(d)(ii)(D) and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant 8.8(d)(ii)-A to this Agreement) shall not be considered Confidential Information for purposes of this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement8.2(b).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aquila Inc), Asset Purchase Agreement (Black Hills Corp /Sd/)
Access to Information. (a) GST and Seller shall cause From the date hereof until the Closing, the Company to afford to Buyer and, on a need to know basis, shall (i) give Parent and its accountants, counsel, financial advisors advisors, auditors and other authorized representatives (collectively, the "Buyer Parent Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all of its offices, properties, books, contracts, commitments books and records (includingof the Company and the Subsidiaries, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) furnish to Parent and the Parent Representatives such financial and operating data and other information concerning as such Persons may reasonably request and (iii) instruct its employees, counsel and financial advisors to cooperate with Parent in its investigation of its business and the Company's business as Buyer shall reasonably requestof the Subsidiaries; provided that (x) any information provided to Parent or the Parent Representatives pursuant to this Section 8.02(a) shall be subject to the Company Confidentiality Agreement and (y) Parent shall inform the Parent Representatives receiving such information of the terms of the Confidentiality Agreements and shall be responsible for any breach by such Parent Representatives of the Confidentiality Agreements; and provided further that no investigation pursuant to this Section 4.1 8.02(a) shall amend affect any representation or modify any representations or warranties made herein warranty given by W or the conditions Company hereunder. Any investigation pursuant to this Section 8.02(a) shall be conducted in such manner as not to interfere unreasonably with the obligations conduct of the respective parties business of the Company and the Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to consummate personnel records of the transactions contemplated hereby. Buyer shall treatCompany and the Subsidiaries relating to individual performance or evaluation records, and shall cause medical histories or other information which in the Buyer Representatives Company's good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to treat, all such materials and information in accordance with the terms and conditions risk of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")liability.
(b) Buyer From the date hereof until the Closing, Parent shall afford GST (i) give the Company and Seller and, on a need to know basis, their respective accountants, its counsel, financial advisors advisors, auditors and other authorized representatives other than W and W's authorized representatives (collectively, the "Company Representatives") and W and its counsel, financial advisors, auditors and other representatives (collectively, the "Seller W Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date offices, properties, books and records of Parent and the Parent Subsidiaries, (ii) furnish to all the Company, the Company Representatives, W and the W Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel and financial advisors to cooperate with the Company, the Company Representatives, W and the W Representatives in their investigation of its business and the business of the respective properties, books, contracts, commitments and records Parent Subsidiaries; provided that (including, but not limited to, tax returnsw) of Buyer and its subsidiaries and, during such period, shall furnish promptly any information provided to GST and Seller the Company or the Seller Company Representatives pursuant to this Section 8.02(b) shall be subject to the Company Confidentiality Agreement, (ix) a copy any information provided to W or the W Representatives pursuant to this Section 8.02(b) shall be subject to the W Confidentiality Agreement, (y) the Company shall inform the Company Representatives receiving such information of each report, schedule the terms of the Company Confidentiality Agreement and other document filed shall be responsible for any breach by any such Company Representatives of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businessesCompany Confidentiality Agreement, and (iiz) W shall inform the W Representatives receiving such other information concerning Buyer's business as GST of the terms of the W Confidentiality Agreement and Seller shall reasonably requestbe responsible for any breach by such W Representatives of the W Confidentiality Agreement; and provided further that no investigation pursuant to this Section 4.1 8.02(b) shall amend affect any representation or modify any representations or warranties made herein warranty given by Parent hereunder. Any investigation pursuant to this Section 8.02(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Parent and the Parent Subsidiaries. Notwithstanding the foregoing, none of the Company, the Company Representatives, W or the conditions W Representatives shall have access to personnel records of Parent and the obligations Parent Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Parent's good faith opinion is sensitive or the disclosure of the respective parties which could subject Parent or any Parent Subsidiary to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions risk of the Non-Disclosure Agreementliability.
Appears in 2 contracts
Samples: Merger Agreement (Itc Deltacom Inc), Merger Agreement (Itc Deltacom Inc)
Access to Information. (a) GST and Seller shall cause During the Pre-Closing Period, the Company to shall afford to Buyer and, on a need to know basis, Acquiror and its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full Representatives reasonable access during normal business hours throughout the period prior to the Closing Date to (i) all of its the Company’s properties, books, contractsContracts, work papers, commitments and records (includingand all of the documents, but not limited to, tax returns) and, during such period, shall furnish promptly records and work papers of the Company’s Representatives relating to the Buyer Company or Buyer Representatives (i) a copy any of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesContemplated Transactions, and (ii) such all other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations business, properties and personnel of the respective parties to consummate Company as Acquiror may reasonably request that is within the transactions contemplated hereby. Buyer shall treatcontrol of the Company or its Representatives, and shall cause the Buyer provide Acquiror and Acquiror’s Representatives to treatwith copies of such existing books, all such materials records, Tax Returns, work papers, Company Contracts and other documents and information in accordance relating to the Company, and with such additional financial, operating and other data and information regarding the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December Company, 1997 between Buyer and GST (the "Non-Disclosure Agreement")as Acquiror may reasonably request.
(b) Buyer During the Pre-Closing Period, the Company shall afford GST and Seller and, cause its Representatives to confer on a need regular and frequent basis with one or more Representatives of Acquiror to know basisreport material operational matters and the general status of ongoing operations.
(c) Within 20 days after the end of each calendar month during the Pre-Closing Period, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior Company shall deliver to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives Acquiror (i) a copy balance sheet of each reportthe Company as of the last day of such calendar month, schedule (ii) a statement of operations for such calendar month and other document filed for the period from January 1, 2006 through the end of such calendar month, (iii) a statement of cash flows for such calendar month and for the period from January 1, 2006 through the end of such calendar month, (iv) a statement comparing actual expenses during such calendar month (by any “Major Category”) against one-third ( 1/3) of them the respective amounts set forth with respect to such items in the SEC Operating Budget with respect to the calendar quarter that includes such calendar month, and (v) a statement comparing the actual cash balance at the end of such calendar month against either (A) if such month is the last month of a calendar quarter, the applicable amount set forth in connection with the transactions contemplated Operating Budget as the “Quarter ending cash balance” as of the last day of such calendar quarter, or (B) if such month is not the last month of a calendar quarter, an amount determined by this Agreement or interpolating, on a straight-line basis, between (i) the amount set forth in the Operating Budget as the “Quarter ending cash balance” as of the last day of the calendar quarter that may have a material effect on their respective businessesimmediately precedes the calendar quarter that includes such calendar month, and (ii) the amount set forth in the Operating Budget as the “Quarter ending cash balance” as of the last day of the calendar quarter that includes such other information concerning Buyer's business as GST calendar month.
(d) By not later than November 15, 2006 (if the Closing has not occurred by such date), the Company shall develop and Seller shall reasonably request; provided that no investigation pursuant deliver to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions Acquiror an update to the obligations Operating Budget covering calendar year 2007 (the “2007 Budget”), which shall as to form be identical in all material respects to the form of the respective parties Operating Budget attached as Annex 6.1(k). The 2007 Budget shall be subject to consummate the transactions contemplated herebywritten approval of Acquiror, such approval not to be unreasonably withheld. Seller The 2007 Budget, as finally developed by the Company and GST approved by Acquiror, shall treatfrom and after January 1, and shall cause 2007 be considered for all purposes hereunder (with respect to the Seller Representative to treat, all such materials and information in accordance with the terms and conditions operations of the Non-Disclosure Company during 2007) the “Operating Budget” as that term is used in this Agreement.
(e) During the Pre-Closing Period, the Company shall promptly provide to Acquiror (i) any material notice, report, correspondence, action, document or other communication received by the Company or (to the knowledge of the Company) PARI or Euticals from, or sent on behalf of the Company or (to the knowledge of the Company) PARI or Euticals to, the FDA, the EMEA or any similar state or foreign Governmental Entity relating to the clinical or regulatory status of the Company 1020 Product or (ii) any material notice, report or other document received by the Company from, or sent on behalf of the Company to, any other Governmental Entity.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Gilead Sciences Inc)
Access to Information. (a) GST From the date hereof until the Closing, upon reasonable notice, the Seller Parent shall cause the Distribution Companies and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of the Distribution Companies and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller Parent’s personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, the Seller Parent and Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller Parent’s sole discretion, (i) cause significant competitive harm to the Company to afford to Buyer andBusiness if the transactions contemplated hereby are not consummated, on a need to know basis(ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period fiduciary duty or binding agreement entered into prior to the Closing Date date hereof. Nothing set forth herein shall be interpreted to all prevent Purchaser Shareholder from acting in his capacity as chief executive officer of its propertiesthe Seller Parent and having access to information consistent with such position.
(b) For a period of seven years after the Closing, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, the Purchaser shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each reportretain the books and records relating to the Business, schedule the Distribution Companies and other document filed by it with Meidi Technology relating to periods prior to the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesClosing, and (ii) such other information concerning upon reasonable notice, afford the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations officers, employees, agents and representatives of the respective parties Seller Parent, Seller and Intac Trading reasonable access (including the right to consummate make, at their own expense, photocopies), during normal business hours, to such books and records; provided, however, that the transactions contemplated hereby. Buyer Purchaser shall treat, notify Seller Parent at least 30 days in advance of destroying any such books and shall cause records after the Buyer Representatives seventh anniversary of the Closing in order to treat, all provide the Seller Parent the opportunity to access such materials books and information records in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"this Section 5.01(b).
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 2 contracts
Samples: Share Purchase Agreement (Intac International Inc), Share Purchase Agreement (Intac International Inc)
Access to Information. (a) GST and Seller The Sellers shall cause each Business Subsidiary and Operating Subsidiary to permit representatives of the Company Buyer to afford have reasonable access (at all reasonable times, and in a manner so as not to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (interfere with the "Buyer Representatives") full access during normal business hours throughout operations of the period prior Business) to all premises, properties, financial, Tax and accounting records, Contracts, other records and documents, and personnel, of or pertaining to the Closing Date to all Business (but excluding any competitively sensitive information) for the purpose of its properties, books, contracts, commitments performing such inspections and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to tests as the Buyer deems necessary or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")appropriate.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives Within twenty (20) Business Days after the "Seller Representatives") full access during normal business hours throughout the period end of each month ending prior to the Closing Date Closing, beginning with the date of this Agreement, the Parent shall furnish to all the Buyer an unaudited pro forma balance sheet of the respective propertiesBusiness and related pro forma statement of results of operations for such month, booksprepared on a basis consistent with the Interim Financial Statements.
(c) Any information obtained by the Buyer with respect to the Sellers, contractsBGS, commitments the Business Subsidiaries and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller the Operating Subsidiaries or the Seller Representatives Business (whether or not pursuant to paragraphs (a) and (b) above) shall be subject to the terms and conditions set forth in that certain Confidentiality Agreement, dated November 15, 2004, between Parent and the Buyer, the terms of which are incorporated herein by reference (the “Confidentiality Agreement”). Effective upon, and only upon, the Closing, the Buyer’s obligations under the Confidentiality Agreement shall terminate with respect to information relating to BGS, the Business Subsidiaries and Operating Subsidiaries or the Business; provided, that (i) a copy of each report, schedule the Buyer acknowledges that any and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such all other information provided to it by the Sellers or their Representatives concerning Buyer's business as GST and Seller the Sellers shall reasonably request; provided that no investigation pursuant remain subject to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementConfidentiality Agreement after the Closing Date and (ii) the Sellers acknowledge that any and all other information provided to them by the Buyer or its Representatives concerning the Buyer shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date.
(d) Prior to the Closing Date, the Buyer shall be permitted to contact customers of the Business at such times and in such a manner as shall be reasonably approved by the Sellers, taking into consideration any limitations on such contact arising under applicable law. Any such contact shall be in the presence of a representative of the Parent.
(e) It is expressly understood and agreed that, without the prior written consent of the Sellers, which may be granted or withheld in the Sellers’ sole discretion, nothing in this Agreement shall be construed to grant the Buyer or its Representatives the right to perform any Phase I, Phase II or other environmental testing on any of the properties of BGS, the Business Subsidiaries or the Operating Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Lionbridge Technologies Inc /De/), Merger Agreement (Bowne & Co Inc)
Access to Information. (a) GST Subject to Section 7.06(b), during the Pre-Closing Period, the Company shall, and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors Subsidiaries and other representatives Representatives to: (the "Buyer Representatives"a) full provide Parent and its Representatives with reasonable access during normal business hours throughout the period prior to the Closing Date personnel and assets of the Company and its Subsidiaries and to all of its properties, existing books, contractsrecords, commitments Tax Returns, work papers (including accountant work papers and records shall cause its accountants to grant access thereto) and other documents and information relating to the Company and its Subsidiaries; and (includingb) provide Parent and its Representatives with such copies of the existing books, but not limited torecords, tax returnsTax Returns, work papers (including accountant work papers and shall cause its accountants to grant access thereto) andand other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries as Parent may reasonably request. All information exchanged pursuant to this Section 7.06 shall be subject to the provisions of the Confidentiality Agreement. Without limiting the generality of any of the foregoing and subject to Section 7.06(b), during such periodthe Pre-Closing Period, the Company shall furnish promptly to the Buyer or Buyer Representatives provide Parent upon its reasonable request with copies of:
(i) a copy all material operating and financial reports to the extent prepared by the Company and its Subsidiaries for the Company’s senior management, including copies of each reportunaudited monthly consolidated balance sheets of the Company and its Subsidiaries and related unaudited monthly consolidated statements of operations, schedule statements of stockholders’ equity and statements of cash flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the senior management of the Company;
(ii) any written materials or communications distributed by or on behalf of the Company to its shareholders;
(iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Company or its Subsidiaries to any party to any Company Material Contract, or sent to any of the Company or its Subsidiaries by any party to any Company Material Contract (other than any communication that relates solely to routine commercial transactions between the Company or any of its Subsidiaries and the other party to any such Contract and that is of the type sent in the ordinary course of business);
(iv) any notice, report or other document filed by it with or sent to any Governmental Authority on behalf of any of the SEC Company or its Subsidiaries in connection with the transactions contemplated by this Agreement Merger or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate other Transactions; and
(v) any material notice, report or other document received by any of the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Company or its Subsidiaries from any Governmental Authority.
(b) Buyer shall afford GST and Seller andNotwithstanding the foregoing provisions in Section 7.06(a), on a need the Company may restrict or otherwise prohibit access to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior any documents or information to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives extent that: (i) a copy of each report, schedule and other document filed by any of them with applicable Law requires the SEC in connection with the transactions contemplated by this Agreement Company to restrict or that may have a material effect on their respective businesses, and otherwise prohibit access to such documents or information; (ii) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information concerning Buyer's business or would result in the disclosure of any trade secrets of any third party; or (iii) access to a Contract to which any of the Company or its Subsidiaries is a party as GST of the date hereof or otherwise bound as of the date hereof if such access would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; provided, that, in the case of each of clauses (i), (ii) and Seller shall reasonably request; provided (iii), the Company shall: (A) give reasonable notice to Parent of the fact that no investigation it is restricting or otherwise prohibiting access to such documents or information pursuant to this Section 4.1 shall amend 7.06(b); (B) inform Parent with sufficient detail of the reason for such restriction or modify any representations prohibition; and (C) use, and cause its Subsidiaries to use, reasonable best efforts to cause the documents or warranties made herein information that are subject to such restriction or the conditions prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition.
(c) Any investigation conducted pursuant to the obligations access contemplated by this Section 7.06 shall be conducted in a manner that does not unreasonably interfere with the conduct of the respective parties business of the Company or its Subsidiaries or, create a material risk of damage or destruction to consummate any material property or material assets of the transactions contemplated hereby. Seller and GST shall treatCompany or its Subsidiaries, and shall cause the Seller Representative to treat, all such materials and information in accordance that complies with the terms terms, conditions and conditions insurance requirements of the Non-Disclosure Agreementapplicable Company Real Property Lease. Such access shall not include the right to perform “invasive” testing, soil, air or groundwater sampling or any Phase II environmental assessments.
Appears in 2 contracts
Samples: Merger Agreement (Pointer Telocation LTD), Merger Agreement (Id Systems Inc)
Access to Information. (a) GST and From the date of the Original MPA until the Closing, upon reasonable notice, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel, and shall cause each member of the Company to Target Group and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Buyer andthe officers, on a need to know basisemployees, its agents, accountants, counsel, financial advisors financing sources and other representatives (of Purchaser Parent and the "Buyer Representatives") full access Purchaser reasonable access, during normal business hours throughout hours, to the offices, properties, plants, other facilities, books and records of the Seller (limited to information related to the Acquired Business) and each other member of the Target Group, and to those officers, directors, employees, agents, accountants and counsel of the Seller and each other member of the Target Group who have any knowledge relating to any member of the Target Group or the Acquired Business and (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of Purchaser Parent and the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of member of the Target Group or the Business (or legible copies thereof) as Purchaser Parent or the Purchaser may from time to time reasonably request.
(b) In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, for a period of seven years after the Closing, the Purchaser shall (i) retain the books and records relating to the Business and each member of the Target Group relating to periods prior to the Closing Date in a manner reasonably consistent with the prior practice of such member of the Target Group and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to all of its propertiesmake, booksat the Seller’s expense, contracts, commitments and records (including, but not limited to, tax returns) andphotocopies), during normal business hours, to such periodbooks and records.
(c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser or any member of the Target Group after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall furnish promptly to the Buyer or Buyer Representatives (i) a copy retain the books and records of each reportthe Seller which relate to the Business, schedule any member of the Target Group or their operations for periods prior to the Closing and other document filed by it with which shall not otherwise have been delivered to the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesPurchaser, and (ii) such other information concerning upon reasonable notice, afford the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations officers, employees, agents and representatives of the respective parties Purchaser reasonable access (including the right to consummate make photocopies, at the transactions contemplated hereby. Buyer shall treatexpense of the Purchaser), and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior hours, to the Closing Date to all of the respective properties, books, contracts, commitments such books and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementrecords.
Appears in 2 contracts
Samples: Master Purchase Agreement, Master Purchase Agreement (China Lodging Group, LTD)
Access to Information. (a) GST and Seller The Company shall cause the Company provide to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives any Holder:
(i) a copy as soon as available, but in any event no more than 90 days after the end of each reportfiscal year of the Company, schedule the consolidated balance sheet of the Company and its Subsidiaries as at the end of each such fiscal year and the consolidated statements of operations, cash flows and stockholders’ equity for each such fiscal year, all audited by an independent registered public accounting firm of recognized national standing and accompanied by an opinion of such accounting firm to the effect that such consolidated financial statements fairly present in all material respects the financial condition as of the end of each such fiscal year and the results of operations, cash flows and stockholders’ equity for each such fiscal year then ended of the Company and its Subsidiaries in conformity with GAAP;
(ii) as soon as available, but in any event no more than 45 days after the end of each fiscal quarter (other document filed than the fourth fiscal quarter) of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each such quarter and the consolidated statements of operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for each such quarter and the then lapsed portion of each such fiscal year then ended, all certified by it the chief financial officer of the Company as fairly presenting the financial condition as of the end of each such fiscal quarter and the results of operations, cash flows and stockholders’ equity for each such fiscal quarter and lapsed portion of each such fiscal year then ended of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year end audit adjustments; and
(iii) upon request, any information, other than material, non-public information, provided to the lenders under any credit facilities, indentures or similar agreements to which the Company or any Subsidiary is a party; provided, that the Company’s obligations to provide to any Holder financial reports set forth in clauses (i) and (ii) of this Section 3.1(a) shall not be applicable to the extent the Company files such reports in a timely manner with the SEC in connection compliance with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Exchange Act.
(b) Buyer To the extent the information requested by a Holder pursuant to SECTION 3.1(a)(iii) constitutes material non public information, the Company will advise the Holder that the requested information is material, non public information and ask the Holder to confirm whether it still wishes to receive the information. To the extent any Holder determines to receive material, non-public information, such Holder shall afford GST enter into a customary confidentiality agreement with the Company in form and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior substance reasonably satisfactory to the Closing Date Company (and on terms no less onerous to all of such Holder than similar confidentiality agreements entered into by the respective propertiesCompany), booksit being understood that, contractsunless otherwise provided in the confidentiality agreement, commitments and records the Company shall have no obligation to publicly disclose such material, non-public information in any manner or for any purpose, including to permit such Holder to trade in the Company’s equity securities or debt securities.
(including, but not limited to, tax returnsc) of Buyer and its subsidiaries and, during such period, The Company shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treatpermit, and shall cause each Subsidiary to permit, any Significant Person, at their expense, to visit and inspect the Seller Representative Company’s or any Subsidiary’s properties, to treatexamine its books of account and records and to discuss the Company’s or any Subsidiary’s affairs, finances and accounts with its officers, all at such materials and information in accordance reasonable times as may be requested by such Significant Person; provided, however, that such access does not materially interfere with the terms and conditions operations of the Non-Disclosure AgreementCompany’s or any Subsidiary’s business.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Washington Consulting, Inc.), Stockholders’ Agreement (Washington Consulting, Inc.)
Access to Information. (a) GST Upon reasonable notice, the Company shall (and Seller shall cause each of the Company to Subsidiaries to) afford to Buyer andofficers, on a need to know basis, its accountantsemployees, counsel, financial advisors accountants, financing sources and other representatives authorized repre- sentatives of the Buyer (the "Buyer Representatives") full access ), in order to evaluate the transactions contemplated by this Agreement, reasonable access, during normal business hours throughout the period prior to the Closing Date Date, to all of its officers, directors, employees, accountants and other advisors and agents, properties, books, contracts, commitments records and records (including, but not limited to, tax returns) Contracts and, during such period, it shall (and shall cause each of the Subsidiaries to) furnish promptly to the Buyer or Buyer such Representatives (i) a copy of each reportall financial, schedule operating and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, data and (ii) such other information concerning the Company's business its business, properties and personnel as Buyer shall may reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")be requested.
(b) Buyer agrees that it will, and will cause its Repre- sentatives to, use any information obtained pursuant to this Section only in connection with the consummation of the transactions contem- plated by this Agreement.
(c) The Confidentiality Agreement shall afford GST apply with respect to Information, as defined therein, furnished to the Representatives pursuant to this Section.
(d) As reasonably requested by Buyer, Parent shall cause Company to provide Buyer with (i) a list of all affiliated groups within the meaning of Section 1504(a) of the Code of which the Company or the Subsidiaries have been a member and Seller andof which Parent was not the common parent corporation, on (ii) a need list of all Tax allocation or Tax sharing agreements to know basiswhich the Company and the Subsidiaries is a party with any Person and any agreements that provide for the Company and the Subsidiaries to indemnify any Person with respect to Taxes, their respective accountants(iii) a list of the federal, counsel, financial advisors state and foreign income Tax Returns and other representatives Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the date of the latest balance sheet included with the Financial Statements indicating periods for which such Tax Returns were filed that are closed under applicable statutes of limitation, and (iv) copies of all United States federal pro forma consolidated income Tax Return information of the "Seller Representatives"Company and the Subsidiaries and all material, state, local, and foreign income or franchise Tax Returns of the Company and the Subsidiaries (including only the relevant portions of Parent's Tax Returns that relate solely to the Company and the Subsidiaries) full access during normal business hours throughout for all Tax periods ending on or after the period date which is three years prior to the Closing Date Date.
(e) Prior to September 1, 1998, the Company shall provide to Buyer a list of all material services provided to the Company or any Subsidiary by Parent or any Affiliate of Parent (other than the respective properties, books, contracts, commitments and records (including, but not limited to, tax returnsCompany or any Subsidiary) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 Contracts between Parent or any Affiliate of Parent (other than the Company or any Subsidiary) and third parties. If requested by Buyer, Parent shall amend or modify any representations or warranties made herein or the conditions enter into an amendment to the obligations Separation Agreement to provide, to the extent feasible and not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of the respective parties any services included on such list, any such services to consummate the transactions contemplated herebybe provided on commercially reasonable terms. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.5.3
Appears in 2 contracts
Samples: Asset Purchase Agreement (Associates First Capital Corp), Asset Purchase Agreement (Associates First Capital Corp)
Access to Information. Subject to the terms of the Confidentiality Agreement, during the period commencing upon the execution and delivery of this Agreement and terminating upon the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Section 9.1, upon reasonable notice and during normal business hours, the Company and its Subsidiaries shall, and shall cause the officers, employees, auditors and agents of the Company and such Subsidiaries to, (a) GST afford the officers, employees and Seller shall cause agents and representatives of Buyer reasonable access to the offices, properties, books and records of the Company and its Subsidiaries and (b) furnish to afford to the officers, employees and agents and representatives of Buyer and, on a need to know basis, its accountants, counsel, such additional financial advisors and operating data and other representatives (information regarding the "assets, properties and business of the Company or its Subsidiaries as Buyer Representatives") full access during normal business hours throughout may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement and to facilitate the period prior to the Closing Date to all consummation of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement Agreement; provided, however, (i) any such access shall be conducted in such a manner as not to interfere with the operation of the business conducted by the Company or that may have a material effect on any of its businesses, and Subsidiaries; (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided any intrusive environmental testing or sampling sought to be performed on any Owned Real Property or Leased Real Property (including any tests that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein involve drilling, excavation, or the conditions to collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the obligations prior written consent of the respective parties Company (such consent not to consummate be unreasonably conditioned, withheld or delayed); (iii) Buyer or any of its representatives shall not contact or have any discussions with any of the transactions contemplated hereby. Buyer shall treatlandlords/sub-landlords, and shall cause tenants/subtenants, customers, distributors, licensors, suppliers or other material business relations of the Buyer Representatives Company or its Subsidiaries without the prior written consent of the Company (such consent not to treatbe unreasonably conditioned, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST withheld or delayed); (the "Non-Disclosure Agreement").
(biv) Buyer shall be responsible for any material damage to any Owned Real Property, Leased Real Property and any other assets or property of the Company or its Subsidiaries caused by Buyer or any of its Affiliates or representatives; and (v) the Company shall not be required to (or cause any Company Subsidiary to) so confer, afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and such access or furnish such copies or other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior information to the Closing Date extent that doing so would result in the breach of any confidentiality or similar agreement to all which the Company any of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller Subsidiaries is a party or the Seller Representatives loss of attorney-client privilege (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant the Company shall use commercially reasonable efforts to this Section 4.1 shall amend allow for such access or modify any representations disclosure in a manner that does not result in a breach of such agreement or warranties made herein or the conditions to the obligations a loss of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Nonattorney-Disclosure Agreementclient privilege).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Blount International Inc)
Access to Information. (a) GST and Seller shall cause From the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to date hereof until the Closing Date (or earlier termination of this Agreement), upon reasonable notice, the Seller shall, subject to all of its propertiesapplicable Law, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy afford the Purchaser and its Representatives (A) reasonable access to the offices, properties and books and records of each report, schedule the Seller and other document filed by it with (B) reasonable assistance and cooperation of the SEC appropriate personnel and agents of the Seller in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesreview of such books and records, and (ii) furnish to the officers, employees, and other authorized Representatives of the Purchaser such additional financial and operating data and other information related to the Purchased Assets and the Assumed Liabilities of the Seller (or legible copies thereof) as the Purchaser may from time to time reasonably request. All requests by the Purchaser for access pursuant to this Section 5.3(a) shall be submitted or directed exclusively to the Seller or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information concerning to the Company's Purchaser if such disclosure would, based on the advice of counsel, (i) jeopardize any attorney-client or other legal privilege; (ii) contravene any applicable Laws or binding agreement entered into prior to the date hereof; or (iii) result in the disclosure of any confidential information of the Seller; provided that if the Seller does not disclose any information in reliance on this sentence, the Seller shall (A) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance on this sentence and (B) use commercially reasonable efforts to provide the information requested by the Purchaser in a way that does not result in any of the consequences referred to in clauses (i), (ii) or (iii) above.
(a) From and after the Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Purchaser related to the Purchased Assets or the Assumed Liabilities, for a period of five (5) years after the Closing or, if shorter, the applicable period specified in the Seller’s bona fide document retention policy, the Seller shall, (i) retain the books and records relating to the portion of the Purchased Assets and the Assumed Liabilities relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the Representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records as Buyer shall reasonably the Purchaser may from time to time request; provided that no investigation pursuant the Seller shall notify the Purchaser at least forty-five (45) Business Days in advance of destroying any such books and records in order to this Section 4.1 shall amend or modify any representations or warranties made herein or provide the conditions Purchaser the opportunity to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, copy such books and shall cause the Buyer Representatives to treat, all such materials and information records in accordance with this Section 5.3(b). In addition, from and after the terms Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Purchaser related to the Purchased Assets or the Assumed Liabilities, the Seller shall make reasonably available to the Purchaser and conditions its Representatives those employees of that certain Mutual Non-Disclosure Agreement dated December the Seller and its Affiliates whose assistance, 1997 between Buyer expertise, testimony, notes and GST (recollections or presence may be necessary to assist the "Non-Disclosure Agreement")Purchaser in connection with its inquiries for any of the purposes referred to above, including the presence of such persons as witnesses in hearings or trials for such purposes.
(b) Buyer shall afford GST From and Seller andafter the date hereof, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to disseminating or otherwise disclosing any communication with any In-Scope Employee regarding commitments to compensation, benefits, or other employment-related treatment they will receive following the Closing Date to all of the respective propertiesClosing, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule shall provide the Purchaser with such communications and other document filed such communications shall be subject to approval by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementPurchaser.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Baker Hughes a GE Co), Asset Purchase Agreement (BAKER HUGHES a GE Co LLC)
Access to Information. (a) GST For a period of three (3) years after the Closing Date, upon reasonable prior written notice, Buyer and Seller shall furnish or cause the Company to afford be furnished to Buyer andeach other and their employees, on a need to know basisagents, its accountantsauditors and representatives access, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout hours, to such information, books and records relating to the period Business and the Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall cooperate with each other to the extent reasonably requested for the preparation of such financial reporting, accounting and Tax matters, provided, that with respect to any Tax Returns or other records relating to Tax matters or any other Action, either Party shall have reasonable access to such information until the applicable statute of limitations, if any, shall have expired, and provided, further, that in either case such access shall be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to copy any of such records at its own expense. Neither Party shall be required by this Section 6.1(a) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, Buyer understands that it is the intention of Seller to dissolve the corporate entity and terminate all operations following closing and to liquidate its assets to its members and as required, to creditors, prior to the Closing Date to all of its properties, books, contracts, commitments and records three (including, but not limited to, tax returns3) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")year term reflected above.
(b) Seller and Buyer shall afford GST and Seller andeach agree to preserve, on a need to know basisfor at least three (3) years after the Closing Date, their respective accountantsall material books, counsel, financial advisors ledgers and other representatives records that are (i) reasonably related to the "Business or Assets and (ii) in their possession; provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable statute of limitations. Notwithstanding the foregoing, Buyer understands that it is the intention of Seller Representatives"to terminate all operations following closing and to liquidate its assets to its members and as required, to creditors, prior to the three (3) full year term reflected above.
(c) From and after the date of this Agreement and until the Closing Date or the earlier termination of this Agreement, Seller shall give Buyer and Buyer’s employees and agents, reasonable access upon reasonable notice during normal business hours throughout to such information concerning the period prior Seller and the Business as Buyer may reasonably request.
(d) On and after the Closing Date, Seller and Buyer will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the intent and purposes of this Agreement and the Collateral Agreements, including putting Buyer in possession and operating control of the Business and the Assets.
(e) On the thirtieth (30th) date after the Closing Date to all of the respective propertiesand each thirtieth (30th) date thereafter, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each reportfollowing business date, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend provide proof of payment or modify satisfaction of any representations or warranties made herein or the conditions to the and all liabilities and obligations of the respective parties to consummate the transactions contemplated herebySeller, whether existing at Closing or arising thereafter. Seller and GST shall treat, and shall cause The obligation of the Seller Representative to treat, shall terminate upon the Seller’s delivery of its proof of payment or satisfaction of all such materials liabilities and information in accordance with the terms and conditions obligations of the Non-Disclosure AgreementSeller.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (General Cannabis Corp)
Access to Information. (a) GST Between the date hereof and the Closing, Seller shall cause the Company agrees to afford provide to Buyer and, on a need to know basis, and its accountants, counselemployees, financial advisors advisors, attorneys and other representatives (accountants reasonable access to the "Buyer Representatives") full access offices and properties where Seller conducts the Business and the Books and Records, upon reasonable prior notice, during normal business hours throughout hours, under Seller’s supervision and at Buyer’s expense, in order to conduct a review of the period Transferred Assets and the Business; provided, however, that nothing in this Section 5.01(a) shall be deemed to require any Party to disclose any information that it is prohibited from disclosing under any non-disclosure agreement entered into prior to the Closing Date date of this Agreement or in the ordinary course of business after the date of this Agreement. Each of the Parties hereto will hold, and will cause its employees, financial advisors, attorneys and accountants to hold, in confidence all documents and information furnished to it by or on behalf of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly another party to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC this Agreement in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such the other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation Acquisition Documents pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations terms of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Confidentiality Agreement").
(b) Buyer shall afford GST maintain for six years after the Closing Date all of the Books and Records. After the Closing, Buyer shall provide Seller andand its employees, on a need to know basisfinancial advisors, their respective attorneys and accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout and upon reasonable notice from Seller, with reasonable access to the period Books and Records and with the ability to make, retain and use copies of such books and records. If, at any time after the sixth anniversary of the Closing Date, Buyer proposes to dispose of any of the Books and Records, Buyer shall first offer to deliver the same to Seller at the expense of Seller.
(c) Following the Closing, each Party (the “Possessing Party”) will afford the other Party (the “Receiving Party”), its employees, financial advisors, attorneys and accountants, during normal business hours and upon reasonable notice from the Receiving Party, reasonable access to information relating to the Transferred Assets, the Assumed Liabilities and the Business in the Possessing Party’s possession and, to the extent reasonably requested, will provide copies and extracts therefrom, all to the extent that such access may be reasonably required by the Receiving Party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental Authority, (iii) the resolution of claims made by a third party against or incurred by Seller or Buyer pertaining to the Transferred Assets, the Assumed Liabilities or the Business, or (iv) the preparation by Buyer of financial statements relating to the Business, the Transferred Assets and the Assumed Liabilities to be filed with the SEC; provided, however, that nothing in this Section 5.01(c) shall be deemed to require any Party to disclose any information that it is prohibited from disclosing under any non-disclosure agreement entered into prior to the Closing Date to all date of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, in the ordinary course of business after the date of this Agreement. The Receiving Party shall reimburse the Possessing Party for reasonable out-of-pocket costs and (ii) expenses incurred by the Possessing Party in providing such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all in rendering such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementassistance.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)
Access to Information. (a) GST Until the earlier of the termination of this Agreement and Seller shall cause the Closing Date, (1) the Company to will afford to Buyer and, on a need to know basis, Parent and its accountants, counsel, financial advisors counsel and other representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to (A) all of its the properties, books, contracts, commitments and records of the Company and its Subsidiaries and (includingB) all other information concerning the business, but intellectual property, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request, and (2) the Company will provide to Parent and its accountants, counsel and other representatives true, correct and complete copies of internal consolidated financial statements promptly upon request. The Company will not, and will cause its Subsidiaries not limited to, tax returns) and, during such period, shall furnish promptly to remove any of the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with documents from the SEC electronically accessible data room provided in connection with the transactions contemplated by Transactions (the “Data Room”).
(b) Until the earlier of the termination of this Agreement and the Closing Date, the Company will cause the officers, counsel or that may have a other representatives of it and its Subsidiaries to notify Parent of any changes or developments the Company determines to be material effect on in the operational matters of the Company and its businesses, Subsidiaries and the general status of the ongoing business and operations of the Company and its Subsidiaries.
(iic) such other No information concerning the Company's business as Buyer shall reasonably request; provided that no or knowledge obtained in any investigation pursuant to in accordance with this Section 4.1 shall amend 4.3 will, or will be deemed to (1) limit, modify or otherwise affect any representations representation or warranties made warranty contained herein or in the Related Agreements or any party’s rights hereunder (including rights under Article 7) or (2) cure, or operate as a waiver of, any inaccuracy in or breach of any representation or warranty, including for purposes of determining whether or not the conditions to the obligations of the respective parties to consummate this Agreement have been satisfied.
(d) The Company will (1) notify Parent in writing after learning of any material Action by any Person initiated against the transactions contemplated hereby. Buyer shall treat, Company or any of its Subsidiaries (a “New Litigation Claim”); and shall cause (2) notify Parent of ongoing material developments in any New Litigation Claim and any Action that was existing prior to the Buyer Representatives to treat, all such materials and information in accordance with date hereof (including the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"Litigations).
(be) Buyer shall afford GST Without limiting the foregoing, the Company will, and Seller andwill cause each of its Subsidiaries to, on promptly notify Parent if the Company or any of its Subsidiaries has received any correspondence asking or inviting the Company or any of its Subsidiaries to enter into a need Patent license or similar agreement, to know basispay for or obtain a release for Patent infringement, their respective accountants, counsel, financial advisors and or otherwise to enter into other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior arrangements with respect to the Closing Date to all Patents of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and any other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementPerson.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Vmware, Inc.)
Access to Information. (a) GST and From the date hereof until the Closing Date, upon reasonable notice, Seller shall cause the Company (i) subject to afford to Buyer andSection 5.05, on a need to know basisgive Buyer, its accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout to the period offices, properties, books and records of each Station, including access to conduct Phase I Environmental Site Assessments of the properties, provided Buyer and its representatives may not conduct any environmental sampling or other intrusive investigation unless permitted by Seller in its sole discretion, (ii) furnish to Buyer, its counsel, financial advisors, auditors, and other authorized representatives such financial and operating data and other information relating to each Station with respect to the periods prior to the Closing Date as such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller to all of cooperate with Buyer in its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy investigation of each reportStation; provided, schedule however, that Buyer may not communicate with Employees other than each Station’s general manager, chief engineer, chief financial officer and other document filed by it with the SEC Person primarily responsible for employment and labor matters, in connection with the transactions contemplated by this Agreement each case, without Seller’s prior written consent, not to be unreasonably withheld or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no delayed. Any investigation pursuant to this Section 4.1 5.02(a) shall amend or modify any representations or warranties made herein or be conducted in such manner as not to unreasonably interfere with the conditions to the obligations conduct of the respective parties to consummate Business or any of the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions businesses or operations of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Seller or any of its Affiliates.
(b) Buyer shall afford GST For a period of two years after the Closing Date, Seller and Seller andits Affiliates will hold, on a need and will use their commercially reasonable efforts to know basis, cause their respective officers, directors, employees, accountants, counsel, financial consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other representatives requirements of law, all confidential documents and information concerning the Stations and the Business.
(the "Seller Representatives"c) full access during normal business hours throughout the period prior to On and after the Closing Date Date, Seller will afford promptly to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries andagents reasonable access to its books of account, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule financial and other document filed by any of them with records (including accountant’s work papers), information, employees and auditors to the SEC extent necessary for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably requestStations; provided that no investigation pursuant to this Section 4.1 any such access by Buyer shall amend not unreasonably interfere with the conduct of the businesses or modify operations of Seller or any representations of its Affiliates.
(d) After Closing, Buyer shall cooperate with Seller in the investigation, defense or warranties made herein prosecution of any action which is pending or the conditions threatened against Seller or its Affiliates with respect to the obligations Stations or Seller, whether or not any party has notified the other of a claim for indemnification with respect to such matter. Without limiting the generality of the respective parties foregoing, Buyer shall make available its employees to consummate the transactions contemplated hereby. Seller and GST shall treat, give depositions or testimony and shall cause the preserve and furnish all documentary or other evidence that Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementmay reasonably request.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Access to Information. (a) GST Between the date of this Agreement and the Closing Date the Buyer will and will cause the Buyer Subsidiaries to, (i) give the Seller and the Company and their authorized representatives reasonable access to all books, records, plants, offices, warehouses and other facilities and properties of the Buyer and the Buyer Subsidiaries, (ii) permit the Seller and the Company and their authorized representatives to make such inspections thereof, during regular business hours, as they may reasonably request, and (iii) cause their officers to furnish the Seller and the Company and their authorized representatives with such financial and operating data and other information with respect to the business, operations and properties of the Buyer and the Buyer Subsidiaries as the Seller and the Company may from time to time reasonably request; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Buyer and the Buyer Subsidiaries.
(b) Between the date of this Agreement and the Closing Date the Seller will and will cause the Company and the Company Subsidiaries to, (i) give the Buyer and the Buyer Subsidiaries and their authorized representatives reasonable access to afford all books, records, plants, offices, warehouses and other facilities and properties of the Company, the Company Subsidiaries and the Business, and to A-21 26 reasonably permit the Buyer andto make copies of such books and records, on a need (ii) permit the Buyer and the Buyer Subsidiaries and their authorized representatives to know basismake such inspections thereof, during regular business hours, as they may reasonably request, and (iii) cause its accountantsofficers to furnish the Buyer and the Buyer Subsidiaries and their authorized representatives with the monthly financial reporting package of the Company that is prepared for the Seller in its ordinary practice and with such other financial and operating data and other information with respect to the business, operations and properties of the Company, the Company Subsidiaries and the Business as the Buyer and the Buyer Subsidiaries may from time to time reasonably request; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the Seller, the Company and the Company Subsidiaries.
(c) Notwithstanding (a) and (b) above, the Buyer, the Buyer Subsidiaries, the Seller, the Seller Subsidiaries, the Company and the Company Subsidiaries shall not be obligated to furnish information if, in the opinion of counsel, financial such furnishing of information would be reasonably likely to violate the law.
(d) Between the date of this Agreement and the Closing Date (or, if this Agreement terminates pursuant to Section 7.1 or otherwise, for three years from the date hereof), the Buyer will hold and will cause the Buyer Subsidiaries and their respective officers, directors, employees, representatives, consultants and advisors to hold and other representatives the Seller will hold and will cause the Seller Subsidiaries, the Company and the Company Subsidiaries and their respective officers, directors, employees, representatives, consultants and advisors to hold in strict confidence in accordance with the terms of the Confidentiality Agreement, dated January 29, 1992, between the Buyer and the Seller (the "Buyer RepresentativesConfidentiality Agreement") full access during normal business hours throughout the period prior ), all documents and information furnished to the Closing Date to all of its propertieseach other and their representatives, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer consultants or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC advisors in connection with the transactions contemplated by this Agreement or Agreement; provided, however, that may have a material effect on its businesses, the Buyer shall not be required hereunder to hold in strict confidence such documents and (ii) such other information concerning that relate solely to the operation of the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein , the Company Subsidiaries or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyBusiness. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure The Confidentiality Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, will terminate on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementDate.
Appears in 1 contract
Access to Information. Public Announcements -------------------------------------------
4.1 Access to Management, Properties and Records. --------------------------------------------
(a) GST and Seller From the date of this Agreement until the Closing Date, the Sellers shall cause afford the Company to afford to Buyer andofficers, on a need to know basisattorneys, its accountants, counsel, financial advisors accountants and other authorized representatives (of the "Buyer Representatives") free and full access upon reasonable notice and during normal business hours throughout the period prior to the Closing Date to all of its management personnel, offices, properties, books, contracts, commitments books and records (includingof the Sellers, but not limited toso that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, tax returns) andbusiness, during properties and affairs of the Sellers, and the Buyer shall be permitted to make abstracts from, or copies of, all such period, books and records. The Sellers shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule such financial and operating data and other document filed by it with information as to the SEC in connection with Assets and the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning business of the Company's business Sellers as the Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST If the Buyer, at its option and Seller andexpense, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date Date, elects to all of have a report or reports prepared by an engineer or other professional selected by the respective propertiesBuyer, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or certifying that the Seller Representatives real property associated with the Assets (i) a copy of each reportcomplies with all applicable federal, schedule state and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or local environmental and wetlands laws, rules and regulations and that may have a material effect on their respective businessesthere is not now, and never has been, manufacture, storage, or disposal of hazardous wastes at the real estate in violation of said laws, rules and regulations, (ii) complies with all applicable building, health and fire codes, and subdivision control laws, rules and regulations, the Sellers shall cooperate with such other information concerning engineer or professional to the extent necessary to prepare such reports, including, without limitation, providing such engineer or professional access to such real property and necessary records, and arranging interviews with employees of the Sellers.
(c) If reasonably requested by the Buyer's business as GST and Seller , the Sellers shall reasonably request; provided that no investigation pursuant authorize the release to this Section 4.1 shall amend or modify any representations or warranties made herein the Buyer of all files pertaining to the Sellers, the Assets or the conditions business or operations of the Sellers held by any federal, state, county or local authorities, agencies or instrumentalities. If any such files relate to tax matters of the Sellers and such files may be obtained from the Sellers, the Buyer shall deliver notice to the obligations Sellers of their intention to obtain such files at least 15 days prior to doing so. During such 15-day period the respective parties Sellers may elect to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, provide all such materials and information in accordance with to the terms and conditions of the Non-Disclosure AgreementBuyer directly.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
Access to Information. (a) GST The Company: (i) shall, and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors auditors and other representatives agents to, afford the officers, auditors and other agents of Buyer reasonable access at all reasonable times (the "Buyer Representatives") full access during normal business hours throughout so as not to unduly or unreasonably interfere with the period prior TG Business or any other business of the Company) to its senior officers, agents, independent accountants, properties, offices and other facilities involved in the Closing Date TG Business and (subject to restrictions imposed by applicable law or by contract) to all of its properties, books, contracts, commitments books and records (includingincluding all Returns, but not limited toand the work papers and other documents of the Company's independent accountants), tax returns) andand to all financial, during such periodoperating and other data and information, shall furnish promptly in each case relating to the Buyer or Buyer Representatives TG Business, the Included Assets and the Included Liabilities, as Buyer, through its officers, may from time to time reasonably request (iincluding all internal financial and operating reports and results); (ii) shall make available its senior officers, its independent accountants and (subject to all applicable privileges, which shall not be deemed waived) its outside counsel, in each case upon reasonable prior notice and during normal business hours, to confer on a copy of each report, schedule and other document filed by it regular basis with the SEC in connection with appropriate officers of Buyer regarding the ongoing operations of the TG Business, the implementation of the transactions contemplated by this Agreement or that may have a material effect on and other matters reasonably related thereto; (iii) shall, promptly after it has, consistently into its businessescustomary practices, closed its books for accounting and financial reporting purposes with respect to each completed calendar month prior to the Closing (excluding the month covered by the unaudited financial statements referred to in Section 2.2(ix)), furnish to Buyer the unaudited balance sheet of the TG Business as of the last day of such month, and the related unaudited statements of earnings and cash flows for the year-to-date period then ended, in each case prepared on a basis consistent with the basis of preparation of the TG Interim Financials; and (iiiv) such other information concerning shall promptly notify Buyer of any change by the Company in its accounting methods, principles or practices (whether or not required by changes in GAAP or recommended by the Company's business as Buyer shall reasonably request; provided that no independent accountants). No investigation pursuant to this Section 4.1 4.5(a) shall amend or modify affect any representations or warranties of the Parties made herein in this Agreement or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Parties under this Agreement").
(b) Buyer shall afford GST hold information it receives pursuant to Section 4.5(a) which is nonpublic in confidence and Seller andshall not disclose such information to any third party without the written consent of the Company. Such information shall be subject to the Confidentiality Agreement dated March 31, on a need to know basis, their respective accountants, counsel, financial advisors 1999 between the Company and other representatives Marconi (the "Seller RepresentativesConfidentiality Agreement") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement).
Appears in 1 contract
Access to Information. (a) GST Between the date hereof and Seller shall cause the Effective Time, the Company to afford to Buyer and, on a need to know basis, its accountants, will give Parent and Merger Sub and their authorized representatives (including counsel, financial advisors and other representatives (the "Buyer Representatives"auditors) full reasonable access during normal business hours throughout to all employees, plants, offices, warehouses and other facilities and to all books and records of the period Company and its subsidiaries, will permit Parent and Merger Sub to make such inspections as Parent and Merger Sub may reasonably require including investigations of the environmental conditions of the properties and facilities of the Company and will cause the Company's 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 Company and its subsidiaries as Parent or Merger Sub may from time to time reasonably request, provided that no investigation pursuant to this Section 5.2(a) shall affect or be deemed to modify any of the representations or warranties made by the Company.
(b) Between the date hereof and the Effective Time, the Company shall furnish to Parent and Merger Sub (i) within five business days after the delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company management, (ii) at the earliest time they are available, such quarterly and annual financial statements as are prepared for the Company's SEC filings, which (in the case of this clause (ii)), shall be in accordance with the books and records of the Company, and (iii) no later than two Business Days prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly release thereof to the Buyer public, any press release announcing any quarterly or Buyer Representatives annual financial results or financial statements of the Company.
(ic) a copy Each of each report, schedule Parent and other document filed by it with Merger Sub will hold and will cause its authorized representatives to hold in confidence all documents and information concerning the SEC Company and its subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Confidentiality Agreement entered into between the Company and Parent dated December February 24, 1997 between Buyer and GST 2000 (the "Non-Disclosure AgreementCONFIDENTIALITY AGREEMENT").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Access to Information. (a) GST and Seller shall cause From the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to date hereof until the Closing Date to all of its propertiesDate, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives Seller will (i) give, and will cause each Company to give, Buyer, its counsel, auditors, financing sources and other authorized representatives (it being understood that each of the foregoing will be treated as an “Advisor” of Buyer under the Confidentiality Agreement) reasonable access to the offices, properties, books and records of each Company and to the books and records of Seller to the extent relating to any Company and (ii) furnish, and will cause each Company to furnish, to Buyer, its counsel, auditors, financing sources and other authorized representatives such financial and operating data and other information relating to each Company as such Persons may reasonably request; provided that, with respect to each financing source that receives access, data or information pursuant to this Section 5.02, Buyer shall identify such financing source prior to it being provided access and, at the written request of Seller, (x) cause such financing source to execute a confidentiality agreement with Buyer regarding such information (I) that is comparable to and no less restrictive than the terms of Confidentiality Agreement with respect to Buyer and (II) to which Seller is made an express third party beneficiary and (y) deliver, or cause to be delivered, to Seller a true and correct copy of each report, schedule such confidentiality agreement; it being understood and other document filed by it with agreed that (1) Seller shall not have the SEC right to make the foregoing request if the financing source is a nationally recognized investment bank acting as principal (including as underwriter) or agent in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Buyer Capital Raise and (ii2) such other information concerning the Company's business as Buyer shall reasonably request; provided be responsible for any actions or omissions by any such investment bank that no would be breaches if such investment bank had executed and delivered to Seller a confidentiality agreement described in clause (x) above. Any investigation pursuant to this Section 4.1 that is conducted by Buyer, its counsel, auditors and other representatives shall amend be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or any of the Companies. Any investigation pursuant to this Section conducted by financing sources shall be conducted in a manner consistent with customary investigations made by investment banks, whether acting as principal (including as underwriter) or agent, or prospective investors in connection with capital raisings, determined for this purpose as if Buyer were the prospective issuer after giving effect to the Closing. Any investigation pursuant to this Section shall not affect, modify any or limit the representations or and warranties made herein in this Agreement or in the conditions certificate delivered under Section 8.02, or any resulting right to indemnification. Notwithstanding the foregoing, but without limiting Seller’s obligations under Section 5.07, Buyer shall not have access to (A) (1) personnel records of any of the Companies relating to individual performance or evaluation records, (2) medical histories or (3) other information, in each case, which in Seller’s good faith opinion would cause Seller or such Company to violate Applicable Law or (B) any information where such access or any related disclosure would (I) jeopardize the attorney-client or other legal privilege of the institution in possession or control of such information (unless, in such case, Buyer agrees to enter into a joint defense agreement or other similar agreement that would be reasonably expected to preserve such privilege) or (II) contravene any confidentiality provision of any binding agreement (including with a customer) entered into prior to the obligations date of this Agreement if, in the case of any such confidentiality obligation, Seller shall have used commercially reasonable efforts to have obtained consent of the respective relevant third party to such access, in which case the parties hereto will use their commercially reasonable efforts to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")make appropriate substitute disclosure arrangements.
(b) On and after the Closing Date, Seller will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records, information, employees and auditors to the extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to any of the Companies; provided that any such access by Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (not unreasonably interfere with the "Seller Representatives") full access during normal conduct of the business hours throughout the period prior to the Closing Date to of Seller. Buyer shall bear all of the respective properties, books, contracts, commitments out-of-pocket costs and records expenses (includingincluding attorneys’ fees, but not limited toexcluding reimbursement for general overhead, tax returnssalaries and employee benefits) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC reasonably incurred in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementforegoing.
Appears in 1 contract
Samples: Acquisition Agreement (Oriental Financial Group Inc)
Access to Information. (a) GST and Seller shall cause From the Company to afford to Buyer anddate hereof until the Closing Date, on a need to know basisAFC (i) will give Bunzl, its accountants, counsel, financial advisors advisors, auditors and other authorized representatives full access to the offices, properties, books and records of AFC relating to the Fibers Business, (ii) will furnish to Bunzl, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Fibers Business as such persons or entities may reasonably request and (iii) will instruct the employees, counsel and financial advisors of AFC to cooperate with Bunzl in its investigation of the Fibers Business. Any investigation pursuant to this Section shall be 39 conducted in such manner as not to interfere unreasonably with the conduct of the business of AFC.
(b) AFC will furnish, to Bunzl and its counsel copies of those agreements, contracts and commitments of AFC relating to the Fibers Business (and, if such agreements, contracts and commitments are not reduced to writing, reasonable written details of the same) which (i) have previously been withheld from Bunzl or (ii) include obligations of confidentiality or impose restrictions on disclosure by AFC (clauses (i) and (ii), collectively, the "Buyer RepresentativesConfidential Agreements") full access during normal no less than 5 business hours throughout the period days prior to the Closing Date Closing. The Confidential Agreements shall include, without limitation, agreements, contracts and commitments relating to all research and/or development work and projects or contracts or agreements with or commitments to or understandings with suppliers or customers of the Fibers Business. Bunzl shall, if requested, enter into confidentiality undertakings with regard to such Confidential Agreements on such terms as Bunzl may agree, with the counterparties to such Confidential Agreements.
(c) AFC will disclose to Bunzl, its propertiescounsel, booksauditors and other authorized representatives and/or give Bunzl, contractsits counsel, commitments auditors and records other authorized representatives, access to, not less than 5 business days before the Closing:
(i) The commercial terms upon which products, goods, materials and services are supplied by the Fibers Business to its customers including, but not limited to, tax returns) andthe price at which such products, during such periodgoods, shall furnish promptly materials and services are sold and details of any rebates, discounts, commissions and extended credit terms paid or given to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and customers;
(ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions The commercial terms upon which products, goods, materials and devices are supplied to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (Fibers Business by its suppliers including, but not limited to, tax returnsthe price at which such products, goods, materials and services are supplied to the Fibers Business and details of any rebates, discounts and commissions paid or given to the Fibers Business;
(iii) The financial budgets and forecasts and business plans of Buyer or relating to the Fibers Business including, but not limited to, full details of the 1997 forecast and its subsidiaries budget and the 1997 to 1999 plan and any notes and commentaries forming part of or relating to such forecasts, budgets and plans;
(iv) The Xxxxxxxxx Xxxxx and White Pine facilities and the Xxxx Xxxx warehouse and the Fibers Business; research and development facilities;
(v) Written details of any significant business or commercial arrangement, commitments or understandings (whether or not reduced to writing and whether or not legally binding) related to the Fibers Business; and, during such period, shall furnish promptly
(vi) Such access to GST the employees and Seller advisors of AFC as may be necessary or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC useful in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementforegoing.
Appears in 1 contract
Access to Information. (a) GST and From the date hereof until the Closing Date, upon reasonable notice, the Seller shall cause its Affiliates, officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the Company to afford to Buyer andofficers, on a need to know basisemployees, its agents, accountants, counsel, financial advisors financing sources and other representatives (of the "Buyer Representatives") full access Purchaser reasonable access, during normal business hours throughout hours, to the offices, properties, plants, other facilities, books and records of the Seller relating to the Purchased Business and to those officers, directors, employees, agents, accountants and counsel of the Seller who have any knowledge relating to the Purchased Business; and (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Purchased Business (or legible copies thereof) as the Purchaser may from time to time reasonably request; provided that with respect to subsection (i) above, the Purchaser will endeavor to avoid unreasonable disruption of the Seller's business operations. Purchaser shall not communicate with any employees of Seller except for those employees designated in writing by Seller. The information furnished by the Seller or its representatives to the Purchaser or its representatives pursuant to this Section 5.02 shall be subject to the provisions of the Confidentiality Agreement between the parties hereto dated December 7, 2004.
(b) In order to facilitate the resolution of any Claims made against or incurred by the Seller prior to the Closing Date, for a period of seven years after the Closing Date, the Purchaser shall (i) retain the books and records relating to the Purchased Business relating to periods prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) in a copy of each report, schedule and other document filed by it manner reasonably consistent with the SEC in connection with prior practice of the transactions contemplated by this Agreement or that may have a material effect on its businesses, Seller and (ii) such other information concerning upon reasonable notice, afford the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations officers, employees, agents and representatives of the respective parties Seller reasonable access (including the right to consummate make, at the transactions contemplated hereby. Buyer shall treatSeller's expense, photocopies), during normal business hours, to such books and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")records.
(bc) Buyer In order to facilitate the resolution of any Claims made by or against or incurred by the Purchaser after the Closing Date or for any other reasonable purpose, for a period of seven years following the Closing Date, the Seller shall afford GST (i) retain the books and records of the Seller and, on a need which relate to know basis, their respective accountants, counsel, financial advisors the Purchased Business and other representatives (the "Seller Representatives") full access during normal business hours throughout the period its operations for periods prior to the Closing Date and which shall not otherwise have been delivered to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Purchaser and (ii) such other information concerning Buyer's business as GST upon reasonable notice, afford the officers, employees, agents and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations representatives of the respective parties Purchaser reasonable access (including the right to consummate make photocopies, at the transactions contemplated hereby. Seller Purchaser's expense), during normal business hours, to such books and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementrecords.
Appears in 1 contract
Access to Information. The Bank may disclose the Legal Agreements and any information related to the Legal Agreements in accordance with its policy on access to information, in effect at the time of such disclosure. The additional procedures set out below shall apply to the procurement of goods and works under contracts awarded on the basis of National Competitive Bidding, in order to ensure economy, efficiency, transparency, and broad consistency with the provisions of Section I of the Procurement Guidelines, pursuant to paragraph 3.3 of said Guidelines. In the event of a conflict between the Borrower’s procedures and the provisions of paragraphs 3.3 and 3.4 of the Procurement Guidelines, said paragraphs shall govern, including the following: Invitations to bid shall be advertised in at least one (1) national newspaper with a wide circulation, at least 30 days prior to the deadline for the submission of bids; Bid documents shall be made available, by mail or in person, to all who are willing to pay the required fee; Foreign bidders shall not be precluded from bidding and no preference of any kind shall be given to national bidders in the bidding process; Bidding shall not be restricted to pre-registered firms; Qualification criteria shall be stated in the bidding documents; Bids shall be opened in public, immediately after the deadline for submission of bids; Bids shall not be rejected merely on the basis of a comparison with an official estimate without the prior written agreement of the Bank; Before rejecting all bids and soliciting new bids, the Bank’s prior written agreement shall be obtained; Bids shall be solicited and works contracts shall be awarded on the basis of unit prices; Contracts shall not be awarded on the basis of nationally negotiated rates; Single bids shall also be considered for award; Contracts shall be awarded to the lowest evaluated and qualified bidder; Post-bidding negotiations shall not be allowed with the lowest evaluated or any other bidders; Draft contracts shall be reviewed by the Bank in accordance with prior review procedures; State-owned enterprises shall be eligible to bid only if they can establish that they are legally and financially autonomous, operate under commercial law, and are not a dependent agency of the Borrower; A firm declared ineligible by the Bank, based on a determination by the Bank that the firm has engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for or in executing a Bank-financed contract, shall be ineligible to be awarded a Bank-financed contract during the period of time determined by the Bank; The Bank shall declare a firm ineligible, either indefinitely or for a stated period, to be awarded a contract financed by the Bank, if it at any time determines that the firm has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for, or in executing, a contract financed by the Bank; and Each contract financed from the proceeds of a Loan shall provide that the suppliers, contractors, and subcontractors shall permit the Bank, at its request, to inspect their accounts and records relating to the performance of the contract and to have said accounts and records audited by auditors appointed by the Bank. The deliberate and material violation by the supplier, contractor, or subcontractor of such provision may amount to an obstructive practice. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date (“Installment Share”). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) GST and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business Withdrawn Loan Balance as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
first Principal Payment Date; by (b) Buyer shall afford GST the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. On each January 15 and Seller andJuly 15, on a need to know basisBeginning July 15, their respective accountants2018 through January 15, counsel2038 2.44 On July 15, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.2038 2.40
Appears in 1 contract
Samples: Loan Agreement
Access to Information. 7.1 If and when reasonably requested by the Purchaser the Vendors shall allow access after Completion to the Purchaser and its duly authorised representatives at all reasonable times upon reasonable prior notice to all such books, documents and information not delivered to the Purchaser under this Agreement and to the Vendors' directors and the Vendors will procure access for the Purchaser to the Vendors' advisers at reasonable times and upon reasonable prior notice, all as the Purchaser may reasonably require in relation to the Businesses and the Assets and/or the Transferred Employees and/or any matter connected therewith including, for the avoidance of doubt, the Retained Records, and afford the -------------------------------------------------------------------------------- 80 Purchaser and its duly authorised representatives the opportunity to take, at the Purchaser's expense, copies thereof, or extracts therefrom.
7.2 The Purchaser shall allow the Vendors access after Completion to the Records, and the Vendors shall, at their own cost, be entitled to take copies of any Records, but only so far as necessary to allow the Vendors to comply with their respective statutory obligations in relation to the preparation of (a) GST appropriate Corporation tax returns in respect of the financial year to 31st March 1998, (b) VAT returns (or their equivalent outwith the UK) and Seller shall cause (c) statutory accounts in respect of the Company financial year to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (31st March 1998. Provided that the "Buyer Representatives") full access during normal business hours throughout the period prior Vendors undertake to the Closing Date Purchaser Group (in so far as they are able, having regard to their statutory disclosure obligations) to keep confidential and the Vendors shall procure that all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly their advisers who have access to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other any information concerning the Company's business as Buyer shall reasonably request; provided that no investigation gained pursuant to this Section 4.1 Clause 7.2 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all keep confidential such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation gained pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyClause 7.2. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.-------------------------------------------------------------------------------- 81
Appears in 1 contract
Access to Information. (a) GST Except as may be prohibited by applicable Law, from the date of this Agreement until the Closing, upon reasonable notice, Sellers shall, and Seller shall cause the Company to afford to Buyer andeach of Sellers’ officers, on a need to know basisdirectors, its employees, agents, accountants, counsel, financial advisors counsel and other representatives and advisors to (i) afford the "Buyer Representatives"officers, accountants and counsel of Purchaser (and Purchaser’s potential financing sources) (x) full access access, during normal business hours throughout hours, to the offices, books and records and Contracts of Sellers (to the extent they relate to the Business and are not privileged) and (y) access reasonably regulated by Sellers, to customers, suppliers, properties (to the extent they relate to the Business and are not privileged) of Sellers and to those employees of Sellers who have any significant knowledge of the Business and Sellers’ South Charleston Business; and (ii) furnish to the officers, accountants, counsel and other advisors of Purchaser (and Purchaser’s potential financing sources) such additional financial and operating data and other information regarding the Business and Sellers’ South Charleston Business as Purchaser (and its financing sources) may from time to time reasonably request; provided, however, that none of the foregoing shall unreasonably interfere with any of the businesses or operations of Sellers; provided, further, that access shall not be obtained under this Section 5.02 to the Tax Returns of Sellers, except to the extent relating to the Business to a material extent. All information obtained by Purchaser, its officers, accountants or counsel pursuant to this Section 5.02(a) shall be kept confidential in accordance with the provisions of the Confidentiality Agreement.
(b) For a period of six (6) years after the Closing, Purchaser shall (i) retain the books and records of Sellers which are transferred to Purchaser pursuant to this Agreement and which relate to periods prior to the Closing Date in a manner reasonably consistent with the prior practices of Sellers; and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of Sellers (or the Other Business Purchaser as the successor in interest to all of its propertiesSeller’s South Charleston Business) reasonable access (including the right to make photocopies, books, contracts, commitments and records (including, but not limited to, tax returns) andat Seller’s expense), during normal business hours, to such periodbooks and records; provided, however, that none of the foregoing shall furnish promptly unreasonably interfere with any of the businesses or operations of Purchaser, and provided further that access shall not be obtained under this Section 5.02 (b) to the Buyer Tax Returns of Purchaser, except to the extent related to the Business.
(c) For a period of six (6) years following the Closing, Sellers or Buyer Representatives their successors or representatives shall (i) retain all books and records of Sellers (for periods prior to the Closing and to the extent they relate to the Business) that are not transferred to Purchaser pursuant to this Agreement and that shall not otherwise have been delivered to Purchaser in a copy of each report, schedule and other document filed by it manner reasonably consistent with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesprior practices of Sellers, and (ii) such other information concerning upon reasonable notice, afford the Company's business as Buyer shall reasonably request; provided that no investigation pursuant officers, employees and authorized agents and representatives of Purchaser, reasonable access (including the right to this Section 4.1 shall amend or modify any representations or warranties made herein or make photocopies at the conditions to the obligations expense of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatPurchaser), and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior hours, to such books and records and provided further that no access shall be provided to the Closing Date to all Tax Returns of the respective propertiesSellers, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions except to the obligations of extent related solely to the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementBusiness.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Commercial Vehicle Group, Inc.)
Access to Information. (a) GST Subject to applicable Laws relating to the exchange of information, between the date of this Agreement and Seller shall cause the Closing Date, upon reasonable advance notice, the Company to afford to Buyer and, on a need to know basisshall (i) give Buyer, its accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all Company's and the Company Subsidiaries' key employees (including the president and the chief financial officer of its the Company), and the offices, properties, books, contracts, commitments books and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly maintained by the Company or any of the Company Subsidiaries that are related to the operation of the Stations including reasonable access reasonably necessary to allow Buyer or Buyer Representatives (iA) a copy to implement payroll, benefits, financial reporting, accounts receivable, accounts payable and similar functions immediately after Closing and (B) to reasonably facilitate the transition of each reportthe Business, schedule including facilities, operations and other document filed by it with applicable Business data, to Buyers upon and effective as of the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesEffective Time, and (ii) such other information concerning as promptly as practicable after the Company's business as end of each month after the date of this Agreement, furnish to Buyer shall reasonably request; provided that no investigation (A) a monthly balance sheet relating to the combined operations of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC (without any allocations or adjustments reflected on the balance sheets included in the Business Financial Statements) and the related statement of operations and (B) monthly profit and loss statements for Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC and (iii) instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer in its activities and access pursuant to this Section 4.1 6.02(a); provided, however, that Buyer's access pursuant to (i) shall amend be with Seller's prior written consent (not to be unreasonably withheld or modify delayed) and Seller shall have the right to have a representative present at all times. All such requests for access shall be directed to the President of the Company or his designee. Buyer's activities and access pursuant to this Section 6.02(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of the Business or any representations of the businesses or warranties made herein operations of the Company or any of the Company Subsidiaries or Affiliates. None of the Company or any of the Company Subsidiaries shall be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law, jeopardize the protection of an attorney-client privilege or expose Seller, the Company or the conditions Company Subsidiaries to liability for disclosure of personal information. Until the Closing, the information provided will be subject to the obligations terms of the respective parties Confidentiality Agreement and, without limiting the generality of the foregoing, Buyer shall not, and shall cause its representatives not to, use such information for any purpose unrelated to consummate the consummation of the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST For a period of one (1) year after the Closing Date, Seller will hold, and Seller andwill use their commercially reasonable efforts to cause its respective officers, on a need to know basisdirectors, their respective employees, accountants, counsel, financial consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other representatives requirements of Law, any confidential documents and information concerning the Stations and the Business held by the Seller following the Closing.
(the "Seller Representatives"c) full access during normal business hours throughout the period prior to On and after the Closing Date Date, Seller will promptly afford to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries andagents reasonable access to any books of account, during such period, shall furnish promptly to GST financial and Seller or other records (including accountant's work papers) concerning the Stations and the Business and held by the Seller Representatives (i) a copy of each reportfollowing the Closing, schedule information, employees and other document filed by any of them with auditors to the SEC extent necessary for Buyer in connection with the transactions contemplated by this Agreement any audit, investigation, dispute or that may have a material effect on their respective businesses, and (ii) such litigation or any other information concerning Buyer's reasonable business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions purpose relating to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementStations.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nexstar Broadcasting Group Inc)
Access to Information. (a) GST and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout During the period prior to the Closing Date Closing, Seller shall afford to all of its Purchaser reasonable access to the properties, books, contractsContracts, commitments records and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly personnel of Seller and its Subsidiaries to the Buyer extent related to the Business, the Purchased Assets, the Assumed Liabilities or Buyer Representatives the Purchased Entities for purposes of preparing for the Closing; provided that:
(i) a copy neither Seller nor any of each report, schedule and other document filed by its Affiliates shall be required to violate any obligation of confidentiality to which it with the SEC or any of its Affiliates may be subject in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation discharging their obligations pursuant to this Section 4.1 5.4(a) (provided that Seller shall amend otherwise use its commercially reasonable efforts to make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such obligation of confidentiality);
(ii) Seller shall make available, or modify cause its Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any representations Business Employees, if and when Purchaser provides Seller with notice reasonably acceptable to Seller that the applicable Business Employees have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not be required to make, or warranties made herein cause to be made, available medical records, workers compensation records or the conditions results of any drug testing and that Purchaser shall indemnify, defend and hold Seller and its Affiliates harmless from any Liabilities arising out of or relating to the obligations transfer of such personnel files); and
(iii) Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material located at, on, under or within any facility on any property of the Seller Entities, the Purchased Entities or any of their respective parties to consummate Affiliates, including the transactions contemplated hereby. Buyer shall treat, and shall cause Transferred Owned Real Property or the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Transferred Leased Property.
(b) Buyer Without limiting any provision of Article VI, but subject to Section 5.3(b) and Section 5.3(c), from and after the Closing, for a period of seven (7) years, Purchaser shall, and shall cause its Affiliates to, afford GST Seller and its Representatives reasonable access to the properties, employees and Business Books and Records of Purchaser and its Affiliates (including the Purchased Entities) to the extent that such access may be reasonably requested by Seller andfor legitimate, on a need non-competitive purposes, including in connection with any services required to know basis, their respective accountants, counselbe provided by Purchaser and its Subsidiaries pursuant to the Transition Services Agreement, financial advisors statements, reporting obligations and compliance with the Transaction Documents; provided, however, that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery; and provided, further, that this Section 5.4(b) shall not apply in the case of or in connection with or relating to any claim for indemnification brought pursuant to Section 9.2 or Section 9.3 that is not a Third-Party Claim, in which case the applicable rules of discovery will apply; and provided, further, that any information made available to Seller or its Representatives pursuant to this Section 5.4(b) (other representatives than solely with respect to the Retained Seller Business) shall continue to remain subject to the confidentiality obligations set forth in Section 5.3(b) until the later of three (the "Seller Representatives"3) full access during normal business hours throughout the period prior to years after the Closing Date and twenty-four (24) months after the date such information is made available to all Seller or its Representatives.
(c) From and after the Closing, for a period of the respective propertiesseven (7) years, booksSeller shall, contracts, commitments and records (including, but not limited shall cause its Affiliates to, tax returns) of Buyer afford Purchaser and its subsidiaries andRepresentatives, during such period, shall furnish promptly access to GST and Seller or the Seller Representatives (i) a copy Books and Records of each report, schedule Seller and other document filed its Subsidiaries that would constitute Business Books and Records but for the exclusion in clause (e) of the definition thereof to the extent that such access may be reasonably requested by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Purchaser for legitimate non-competitive purposes and (ii) other books and records of Seller and its Subsidiaries to the extent that such other access may be reasonably requested by Purchaser in connection with any services required to be provided by Seller and its Subsidiaries pursuant to the Transition Services Agreement, financial statements, and compliance with the Transaction Documents; provided, however, that nothing in this Agreement shall limit any of Purchaser’s or any of its Affiliates’ rights of discovery, and Purchaser agrees that any confidential or proprietary information concerning Buyer's business as GST and made available to Purchaser or its Representatives by Seller shall reasonably request; provided that no investigation or its Affiliates pursuant to this Section 4.1 shall amend 5.4(c) concerning Seller, the other Seller Entities or modify any representations or warranties made herein of their respective Affiliates (other than solely with respect to the Business and the Purchased Entities) or the conditions Retained Seller Business or any continuation thereof, shall continue to remain subject to the confidentiality obligations set forth in the proviso to the second sentence of Section 5.3(a) until the respective parties later of three (3) years after the Closing Date and twenty four (24) months from the date when such information is made available to consummate Purchaser.
(d) Purchaser agrees to hold all the transactions contemplated hereby. Seller Business Books and GST shall treatRecords existing on the Closing Date and, and shall cause the Seller Representative to treat, all such materials and information except in accordance with bona fide internal record-keeping practices that are commercially reasonable and customary for the terms industry and conditions generally applicable to Purchaser’s books and records, not to destroy or dispose of any such Business Books and Records for a period of seven (7) years from the NonClosing Date or such longer time as may be required by Law (provided that Purchaser shall, prior to any such destruction or disposition prior to the end of such seven (7)-year period in accordance with such record-Disclosure Agreementkeeping practices of any such Business Books and Records that may be of substantive relevance to Seller and its Subsidiaries, provide notice to Seller describing such Books and Records and offer to provide them to Seller).
(e) The Parties acknowledge that the other Party is only required to provide access under this Section 5.4:
(i) during normal business hours;
(ii) upon reasonable notice to the other Party;
(iii) consistent with applicable Law and COVID-19 Measures (it being understood that the Parties may satisfy their obligations set forth under this Section 5.4 by electronic means if physical access is not reasonably feasible or would not permitted under any Law or COVID-19 Measures); and
(iv) in accordance with procedures reasonably established by the other Party.
(f) Each Party agrees that any investigation undertaken pursuant to the access granted under this Section 5.4 must be conducted in such a manner as not to unreasonably interfere with the operation of any Party or any of its Affiliates or the Business.
(g) Each Party agrees that any access or investigation undertaken pursuant to this Section 5.4 will not require any Party or any of its Affiliates to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any Laws (provided that, if and to the extent practicable, such other Party shall use commercially reasonable efforts to otherwise make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such attorney-client privilege or contravene any Law).
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (PERRIGO Co PLC)
Access to Information. (a) GST The Parties agree that upon reasonable notice and Seller subject to applicable Laws relating to exchange of information and in each case subject to the requirements that such requests or access shall cause not unreasonably interfere with the Company to business or operations of the Party, it shall afford to Buyer andthe other Party and its officers, on a need to know basis, its accountantsemployees, counsel, financial advisors accountants and other authorized representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date Effective Time to all of its properties, books, contractsrecords, commitments properties and records (including, but not limited to, tax returns) personnel and to such other information as such other Party may reasonably request and, during such period, the Parties, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other Party promptly all information concerning its business, properties and personnel as the Company's business as Buyer shall other may reasonably request; provided that no investigation pursuant . Neither Community nor Parent, nor any of Parent’s Subsidiaries shall be required to this Section 4.1 shall amend provide access to or modify any representations or warranties made herein or the conditions to disclose information to the obligations extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties preceding sentence apply. Parent and Citizens shall use commercially reasonable efforts to consummate the transactions contemplated hereby. Buyer shall treatminimize any interference with Community’s regular business operations during any such access to Community’s property, books and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")records.
(b) Buyer shall afford GST As soon as reasonably practicable after they become available, but in no event more than twenty (20) days after the end of each calendar month ending after the date hereof and Seller andat least seven (7) Business Days before the Closing, on a need Community will furnish to know basisParent and Citizens: (i) consolidated financial statements (including balance sheets, their respective accountants, counsel, financial advisors statements of operations and other representatives stockholders’ equity) of as of and for such month then ended (including the "Seller Representatives") full access during normal business hours throughout the period month ended immediately prior to the Closing Date to all of Date) (the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and “Monthly Financial Statements”); (ii) internal management reports showing actual financial performance against plan; (iii) to the extent permitted by applicable Law, any reports provided to the Community Board or any committee thereof relating to the financial performance and risk management of it or any of its Subsidiaries; and (v) a listing of all new and renewed loans and loan modifications, loan payoffs (meaning a closed paid note) and loan purchases with a balance of $250,000 or greater that were completed or made during the preceding month. Community shall also furnish to Parent and Citizens copies of all Call Reports that will be filed after the date hereof with any Regulatory Agencies, including all financial statements included in such Call Reports and any related work papers. Community shall also undertake all commercially reasonable efforts to complete the audit of its consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) as of and for the year ended December 31, 2017 (the “2017 Audited Financial Statements”), as promptly as practicable and by no later than March 15, 2018. Each of the Monthly Financial Statements, the financial statements contained in any Call Report filed by Community after the date hereof, and 2017 Audited Financial Statements shall be prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of Community’s chief financial officer to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Community in all material respects. Such financial statements shall also reflect accruals for all Transaction Expenses incurred as of the date of such financial statements in accordance with GAAP.
(c) All nonpublic information concerning Buyer's business as GST and Seller shall reasonably request; materials provided that no investigation pursuant to this Section 4.1 Agreement shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations provisions of the respective parties Confidentiality Agreement entered into between the Parties dated October 30, 2017 (the “Confidentiality Agreement”).
(d) No investigation by a party hereto or its representatives shall affect or be deemed to consummate the transactions contemplated hereby. Seller and GST shall treatmodify or waive any representations, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions warranties or covenants of the Non-Disclosure other party set forth in this Agreement.
Appears in 1 contract
Access to Information. (a) GST The Vendor shall permit the Purchaser and Seller shall cause its representatives, between the Company date of this Agreement and the Closing Time, without interference to afford the ordinary conduct of the Publications, to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full have reasonable access during normal business hours throughout the period prior and upon being given reasonable advance notice, for purposes consistent with this Agreement, to the Closing Date Purchased Assets, the Partnership Assets, the contracts which are part of the Shared Assets, and the Books and Records. The contracts which are part of the Shared Assets may be redacted with respect to all the information which is proprietary or sensitive to the Vendor, acting reasonably; will only be provided to the extent that the Vendor would not be in breach of its propertiesa confidentiality obligation with the third party; and will be provided to the Purchaser, books, contracts, commitments as soon as reasonably practicable after the Purchaser’s request and records (including, but not limited to, tax returns) and, during such period, in any event within 5 Business Days of the request from the Purchaser. The Vendor shall furnish promptly to the Buyer Purchaser copies of Books and Records (subject to any confidentiality agreements or Buyer Representatives (icovenants relating to any such Books and Records) a copy as the Purchaser shall from time to time reasonably request to enable confirmation of each report, schedule and other document filed by it with the SEC matters warranted in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesArticle 4, and (ii) such other information concerning to permit the Company's business as Buyer shall reasonably request; provided that no investigation pursuant Purchaser to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations effect an orderly transition of the respective parties to consummate Businesses following the transactions contemplated herebyClosing. Buyer Notwithstanding the foregoing, without the prior written consent of the Vendor, the Purchaser shall treatnot contact, and shall cause instruct its counsel, financial advisors, auditors and other authorized representatives not to contact, any of the Buyer Representatives to treatemployees, all such materials and information in accordance with advertisers or suppliers of the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (Publications or the "Non-Disclosure Agreement")Businesses.
(b) Buyer For a period of seven years following the Closing Date, the Vendor shall afford GST permit the Purchaser and Seller andits representatives, on a need without interference to know basisthe ordinary conduct of the Vendor’s business, their respective accountantsto have reasonable access to the Shared Records retained by the Vendor in accordance with its record retention policies in effect from time to time, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout and upon being given reasonable advance notice, for purposes consistent with this Agreement and the period prior Services Agreement. The Vendor shall furnish to the Closing Date Purchaser, at the Purchaser’s cost (provided that to all the extent that there is any overlap between the access described herein and the access described in Section 1.1 in the definition of “Books and Records”, only the costs relating to such access described in Section 1.1 in the definition of “Books and Records” shall be paid by the Purchaser), copies of such Shared Records (subject to any confidentiality agreements or covenants relating to any such Shared Records) as the Purchaser shall from time to time reasonably request.
(c) Notwithstanding Sections 9.2(a) and 9.2(b), the Vendor shall not be required to disclose any information, records, files or other data to the Purchaser where prohibited by any Laws or which would result in the disclosure of any trade secrets of third parties or violate any obligation of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly Vendor to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement third party or that may would have a material the effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify of causing the waiver of any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Nonsolicitor-Disclosure Agreementclient privilege.
Appears in 1 contract
Samples: Asset Purchase Agreement (Postmedia Network Canada Corp.)
Access to Information. (a) GST Until the earlier of the termination of this Agreement and Seller shall the Closing Date, (1) the Company will, and the Shareholders will cause the Company to to, afford to Buyer and, on a need to know basis, Purchaser and its accountants, counsel, financial advisors counsel and other representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to (A) all of its the properties, books, contracts, commitments and records of the Company and its Subsidiaries and (includingB) all other information concerning the business, but not limited intellectual property, properties and personnel of the Company and its Subsidiaries as Purchaser may reasonably request, and (2) the Company will, and the Shareholders will cause the Company to, tax returns) andprovide to Purchaser and its accountants, during such periodcounsel and other representatives true, shall furnish correct and complete copies of internal financial statements promptly to upon request. At or before Closing, the Buyer or Buyer Representatives (i) Shareholders will cause the Company to, and the Company will, deliver a copy of each report, schedule and other document filed by it with all documents in the SEC electronically accessible data room provided in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST Transactions (the "Non-Disclosure Agreement")“Data Room”) to Purchaser on compact disc or DVD.
(b) Buyer shall afford GST Subject to Law, until the earlier of the termination of this Agreement and Seller andthe Closing Date, on a need the Shareholders will cause the Company to know basiscause the officers, counsel or other representatives of it and its Subsidiaries to, promptly notify Purchaser of, and to confer from time to time as requested by Purchaser with one or more representatives of Purchaser during ordinary business hours to discuss, any material changes or developments in the operational matters of the Company and its Subsidiaries and the general status of the ongoing business and operations of the Company and its Subsidiaries.
(c) The Company will, and the Shareholders will cause the Company to: (1) notify Purchaser in writing promptly after learning of any Action any Governmental Authority initiated by or against the Company or its Subsidiaries, or known by the Company to be threatened against the Company, its Subsidiaries or any of their respective accountantsdirectors, counselofficers, financial advisors employees or shareholders in their capacity as such (a “New Litigation Claim”); (2) notify Purchaser of ongoing material developments in any New Litigation Claim; and other representatives (3) consult in good faith with Purchaser regarding the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all conduct of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) defense of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementNew Litigation Claim.
Appears in 1 contract
Access to Information. (i) From the date hereof until the Closing Date, Seller shall and shall cause the Company and its Subsidiaries to, (a) GST afford Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives full and free access, during normal business hours and upon reasonable notice, to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Material Contracts and other documents and data related to the Company and its Subsidiaries; (b) furnish Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives with such financial, operating and other data and information related to the Company and its Subsidiaries as they may reasonably request; (c) cooperate with Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives in their investigation of the Company, its operations and the operations of any of its Subsidiaries; (d) provide reasonable access to the properties, assets, premises, books and records of the Company and its Subsidiaries as necessary for transitional purposes; and (e) provide reasonable access to representatives of the International Union of Operating Engineers and its local 351 and key employees of the Company, its Subsidiaries and its Affiliates. Any investigation, information request or transition planning conducted pursuant to this Section 4.2(a)(i) shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, Seller or any of their respective Subsidiaries.
(ii) Buyer’s right to enter onto the Real Property shall be at Buyer’s sole risk and expense. Other than claims of gross negligence or willful misconduct, Buyer waives and releases all claims against Seller, the Company and their respective Affiliates, directors, officers, employees and agents, for any injury to or death of any persons or damage to any property as a result of (i) the exercise of any inspection right granted to Buyer or (ii) the activities performed by Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives pursuant to Section 4.2(a)(i); and Buyer shall release, defend, indemnify and hold harmless Seller, the Company and their respective Affiliates, directors, officers, employees and agents, from and against any losses, claims, Liens or other encumbrances for any injury to or death of any persons or damage to any property occurring in, on or about the Real Property as a result of such exercise of rights herein granted or activities undertaken by Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives. For avoidance of doubt, the indemnity set forth in this Section 4.2(a)(ii) shall not be subject to the Indemnification Threshold, the De Minimis Threshold or the Cap Amount.
(iii) During the period from the date hereof through the Closing Date, within thirty (30) days after the end of each calendar month beginning with the calendar month ending October 31, 2011, Seller shall or shall cause the Company to, furnish to Buyer an unaudited monthly consolidated balance sheet of the Company as of the end of the month then ended and related consolidated statements of income, changes in equity and cash flows for such month and for the period from January 1, 2011, in each case prepared in accordance with GAAP applied on a basis consistent with prior periods, with the exception that no notes need be attached to such statements.
(iv) As promptly as practicable after the Signing Date, Seller shall or shall cause the Company to afford furnish to Buyer andan unaudited consolidated balance sheet of the Company as of September 30, 2011 and related statements of income, changes in equity and cash flow for the nine (9) months ended September 30, 2011 and September 30, 2010, prepared in accordance with GAAP applied on a need basis consistent with prior periods. If the Closing has not occurred on or prior to know basisFebruary 12, 2012, within forty-five (45) days of such date, Seller shall or shall cause the Company to furnish to Buyer an audited consolidated balance sheet of the Company as of December 31, 2011 and related statements of income, changes in equity and cash flows for the twelve (12) months ended December 31, 2011, December 31, 2010 and December 31, 2009.
(v) For a period of five (5) years after the Closing Date, Seller and its accountants, counsel, financial advisors Affiliates shall provide Buyer Parent and other representatives (the "Buyer Representatives") full and their Representatives reasonable access during normal regular business hours throughout the period and upon reasonable prior notice to all business records relating to periods prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the if reasonably required by Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC Company in connection with any third party litigation or the transactions contemplated by this Agreement preparation of any financial statements that include the financial results of all or that may have a material effect on its businesses, and (ii) such other information concerning part of the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend , its Subsidiaries or modify their businesses or operations for any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementClosing.
Appears in 1 contract
Access to Information. (a) GST and From the date hereof until the Closing, upon reasonable notice, the Seller shall and shall cause each other Selling Party and each of the Company to Seller's and each Selling Party's officers, employees, agents, accountants and counsel to: (i) afford to Buyer andthe officers, on a need to know basisemployees and authorized agents, its accountants, counselcounsel and representatives of the Purchaser reasonable access, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior hours, to the Closing Date to all of its offices, properties, booksplants, contractsother facilities, commitments books and records (includingof the Business and to those officers, but not limited toemployees, tax returns) andagents, during such period, shall furnish promptly accountants and counsel of the Seller and any Selling Party who have any knowledge relating to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesBusiness, and (ii) furnish to the officers, employees and authorized agents, accountants, counsel and representatives of the Purchaser such additional financial and operating data and other information concerning regarding the Company's business Business as Buyer shall the Purchaser may from time to time reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need In order to know basis, their respective accountants, counsel, financial advisors and other representatives (facilitate the "Seller Representatives") full access during normal business hours throughout the period resolution of any claims made against or incurred by any Selling Party prior to or following the Closing Date to all Closing, for a period of seven years after the respective propertiesClosing, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, the Purchaser shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy retain the books and records of each report, schedule and other document filed by any of them Selling Party which are transferred to the Purchaser pursuant to this Agreement relating to periods prior to or following the Closing in a manner reasonably consistent with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businessesprior practices of each Selling Party, and (ii) upon reasonable notice, afford the officers, employees, authorized agents, accountants, counsel and representatives of any Selling Party reasonable access (including the right to make photocopies at such other information concerning BuyerSelling Party's expense), during normal business as GST hours, to such books and records.
(c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser after the Closing, for a period of seven years following the Closing, the Seller shall reasonably request; provided that no investigation (i) retain all books and records of each Selling Party which are not transferred to the Purchaser pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions Agreement and which relate to the obligations Business for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser, and (ii) upon reasonable notice, afford the officers, employees, authorized agents, accountants, counsel and representatives of the respective parties Purchaser, reasonable access (including the right to consummate make photocopies at the transactions contemplated hereby. Seller Purchaser's expense), during normal business hours, to such books and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementrecords.
Appears in 1 contract
Access to Information. (a) GST and Seller shall will cause the Company to afford afford, upon reasonable notice, to Buyer and, on a need to know basis, the Bank and its accountantsrepresentatives, counsel, financial advisors accountants, agents and other representatives (the "Buyer Representatives") full employees reasonable access during normal business hours throughout the period prior to the Closing Date to all of its business, operations, properties, books, contracts, commitments files and records and will do everything reasonably necessary to enable the Bank and its representatives, counsel, accountants, agents and employees to make a complete examination of the financial statements, business, assets and properties of the Company and the condition thereof and to update such examination at such intervals as the Bank shall deem appropriate. Such examination shall be conducted in cooperation with the officers of the Company and in such a manner as to minimize any disruption of, or interference with, the normal business operations of the Company. Upon the request of the Bank, the Seller will request Logoluso to provide reasonable access by Xxxxxx Xxxxxxxx to auditors' work papers with respect to the business and properties of the Company, including tax accrual work papers prepared for the Company during the preceding thirty-six (including36) months, but other than (a) books, records and documents covered by the attorney-client privilege, or that are attorneys' work product, and (b) books, records and documents that the Company is legally obligated to keep confidential. No examination or review conducted under this section shall constitute a waiver or relinquishment on the part of the Bank of the right to rely upon the representations and warranties made by the Company herein; provided, that the Bank shall disclose to the Company any fact or circumstance it may discover which the Bank believes renders any representation or warranty made by the Company hereunder incorrect in any respect. The Bank covenants and agrees that it, its subsidiaries, and their respective representatives, counsel, accountants, agents and employees will hold in strict confidence all documents and information concerning the Company so obtained (except to the extent that such documents or information are a matter of public record or require disclosure in the applications required to be filed with any Governmental Entity to obtain the approvals and consents required to effect the transactions contemplated hereby), and if the transactions contemplated herein are not limited toconsummated, tax returnssuch confidence shall be maintained and all such documents shall be returned to the Company.
(a) andA representative of the Bank, during such periodselected by the Bank in its sole discretion, shall furnish promptly be authorized and permitted to review each loan, lease, or other credit funded or renewed by the Buyer Company that is retained on the books of the Company and not sold to a third party, after the date hereof until the Closing Date, and all information associated with such loan, lease or Buyer Representatives other credit within three business days of such funding or renewal, such review to take place, if possible, on the Company's premises.
(ib) a copy A representative of each reportthe Bank, schedule selected by the Bank in its sole discretion, shall be permitted by the Company to attend all regular and other document filed by it with special Board of Directors' and committee meetings of the SEC in connection with Company from the date hereof until the Closing; provided, however, that the attendance of such representative shall not be permitted at any meeting, or portion thereof, for the sole purpose of discussing the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by Company under this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (California Independent Bancorp)
Access to Information. (a) GST and Seller shall cause From the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (date hereof until the "Buyer Representatives") full access during normal business hours throughout the period prior to earlier of the Closing Date to all and the termination of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesin accordance with Article IX, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatSeller shall, and shall cause the Buyer Companies to, (a) afford Purchaser and its Designated Representatives reasonable access to treatand the right to inspect all of the real property, all such materials properties, assets, premises, books and information in accordance with records, Contracts and other documents related to the terms Business and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer furnish Purchaser and its Designated Representatives with such financial and operating data and information related to the Business as Purchaser or any of its Designated Representatives may reasonably request and is prepared by Seller or the Companies in the Ordinary Course of Business. Notwithstanding anything contained herein to the contrary, (i) all requests by Purchaser or its Designated Representative for access shall afford GST be submitted with reasonable advance notice by email to Dxx Xxxxxx (Dxx.Xxxxxx@xxxxxxxxxxxxxx.xxx), with a copy to Mxxxxxx Xxxx (Mxxxxxx.Xxxx@xxxxxx.xxx), and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full such access shall be conducted during normal business hours throughout under the period prior supervision of Seller’s personnel and in such a manner so as not to unreasonably interfere with the Closing Date to all normal operations of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and Companies; (ii) the auditors and accountants of Seller or the Companies shall not be obligated to make any work papers (to the extent extant) available to any Person unless and until such other information concerning Buyer's business as GST Person has signed a customary agreement relating to such access to work papers in form and Seller shall substance reasonably requestacceptable to such auditors or accountants; provided that no investigation pursuant to (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 4.1 6.2 shall amend be subject to applicable rules relating to discovery; (iv) any investment banker, in-house counsel, outside counsel, accountant, auditor, or modify other advisor or representative retained by Seller or any representations of its Affiliates (including the Companies) shall not be obligated to make any work papers available to Purchaser or warranties made herein its Designated Representatives relating solely to the preparation, negotiation and execution of this Agreement and the other Transaction Agreements or the conditions sale process generally; (v) any access to the obligations Companies’ or their Affiliates’ properties shall be subject to Seller’s and its Affiliates’ reasonable security and insurance measures, shall be subject to any restrictions applicable to the properties, including the terms of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treatany leases, and shall not include the right to conduct any surface, subsurface, invasive or intrusive environmental testing, sampling or other intrusive investigations of any kind; and (vi) Seller and the Companies shall not be required to provide access to any information that is subject to attorney-client privilege, attorney work product protection, or other confidentiality or privilege to the extent doing so, as reasonably determined by Seller, the Companies or their counsel, would cause the such privilege or protection to be waived. No investigation by Purchaser or other information received by Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure this Agreement.
Appears in 1 contract
Access to Information. (a) GST From and Seller shall after the Closing Date, Parent will, and will cause the Surviving Corporation to, grant to the Company Holders (and the Stockholders’ Representative) access at all reasonable times to afford to Buyer andall of the books, on a need to know basisrecords, its accountantsdocuments, counselinstruments, financial advisors accounts, correspondence, writings, evidences of title and other representatives papers and electronic files relating to the business of the Company (the "Buyer Representatives"“Records”), including the reasonable assistance of employees responsible for maintaining such Records, and will afford the Company Holders (and the Stockholders’ Representative) full access during normal business hours throughout the period prior right to take extracts therefrom and to make copies thereof, for investigating, settling, preparing for, prosecuting, or defending any Claim or Legal Proceeding, preparing reports to equity holders and Governmental Authorities, preparing and delivering accounting or other statements provided for under this Agreement or otherwise, preparing Tax Returns, pursuing Tax refunds, or responding to or disputing any tax matter, audit or the determination of any matter relating to the rights and obligations of the Parties and the Company Holders under this Agreement or any other Transaction Document. The Parent will, and will cause the Surviving Corporation to, maintain such Records until the seventh (7th) anniversary of the Closing Date (or for such longer period of time as the Company Holders (and the Stockholders’ Representative) may reasonably determine is necessary in order to all have the Records available with respect to tax matters), or if any of its propertiesthe Records pertain to any Claim or dispute pending on the seventh (7th) anniversary of the Closing Date, booksthe Parent will, contracts, commitments and records (including, but not limited will cause the Surviving Corporation to, tax returnsmaintain any of the Records designated by the Company Holders (and the Stockholders’ Representative) and, during until such period, shall furnish promptly Claim or dispute is finally resolved and the time for all appeals has been exhausted. Notwithstanding anything to the Buyer or Buyer Representatives contrary herein, the Company Holders (iand the Stockholders’ Representative) will be entitled to retain a copy of each report, schedule and the Records after the Closing. Neither Party shall be obligated to provide the other document filed by it Party with the SEC in connection with the transactions contemplated by this Agreement access to any books or that may have a material effect on its businesses, and records (iiincluding personnel files) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend 7.10 where such access would (x) violate any Law, (y) jeopardize any attorney-client or modify other privilege or (z) result in the breach of any representations or warranties made herein or the conditions to the obligations confidentiality obligation of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")disclosing Party.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Access to Information. (a) GST Until the earlier of the termination of this Agreement and Seller shall cause the Effective Time, the Company to will: (1) afford to Buyer and, on a need to know basis, Parent and Financing Sources and its and their respective accountants, counsel, financial advisors counsel and other representatives (the "Buyer Representatives") full access during normal business hours throughout and upon reasonable prior request in writing to (A) all of the period properties, books, Tax Returns, Contracts, commitments and records of the Company and its Subsidiaries and (B) all other information concerning the business, Intellectual Property, properties and personnel of the Company and its Subsidiaries as Parent may reasonably request; provided, however, that Parent shall coordinate all contact with any of the key employees through the Company or its designee; provided, further, notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries shall not be required to disclose any information if such disclosure would, in the discretion of the Representative after consultation with outside counsel, (A) result in the waiver of any attorney-client privilege or other legal privilege or (B) contravene any applicable Laws (including any COVID-19 Measure) (provided that the Representative and the Company shall use their commercially reasonable efforts to disclose such information in such a manner as would not, and would not reasonably be expected to, have such effects) and (2) provide to Parent and Financing Sources and its and their respective accountants, counsel and other representatives true, correct and complete copies of the Financial Statements as well as if the Closing has not occurred on or before March 31, 2021, (A) the audited consolidated balance sheets as of and related statements of income, members’ equity and cash flows of Wrangler Holdings, LLC for the fiscal year ended December 31, 2020 by no later than March 31, 2021, and (B) commencing with the first fiscal quarter of 2021, the unaudited consolidated balance sheets as of the last day of, and related statements of income, members’ equity and cash flows (without notes) of Wrangler Holdings, LLC for, each fiscal quarter of Wrangler Holdings, LLC ended by no later than 45 days following the end of such fiscal quarter (collectively, the “Additional Financial Statements”).
(b) Without limiting the generality of Section 4.3(a), prior to the Effective Time, upon the reasonable request of Parent, the Company shall use its commercially reasonable efforts to provide, and shall use commercially reasonable efforts to cause its Subsidiaries and its and their respective representatives to provide, all cooperation reasonably requested by Parent in connection with the Financing, including: (1) participation of the Company’s senior officers in a reasonable number of meetings (including with the Financing Sources), drafting sessions, road shows, due diligence sessions and rating agency presentations, in each case, to the extent reasonable and customary, in connection with the marketing of the Financing; (2) making available to Parent and its Financing Sources, the Financial Statements, the Additional Financial Statements and any other information (financial or otherwise) regarding the Company reasonably necessary for Parent to prepare (x) customary projections for use in connection with the marketing of the Financing, and (y) pro forma financial statements or otherwise as is customarily provided in connection with any contemplated Financing, as well as business and other financial information of the type required by Regulation S-X and Regulation S-K under the Securities Act in a registered offering of debt securities by Parent or customarily included in an unregistered offering of debt securities by Parent (provided neither the Company nor its advisors shall have any responsibility for preparing such pro forma financial statements or projections); for the avoidance of doubt, in no event shall the Financial Statements be required to comply with Regulation S-X; (3) assisting Parent and its Financing Sources in the preparation of (A) a customary bank information memorandum (as well as a public-side version thereof) for the Financing, (B) materials for rating agency presentations, (C) prospectuses, offering memoranda and private placement memoranda, (D) “road show” presentations, (E) confidential information memoranda and (F) filings with the SEC and other similar documents, including delivery and consenting to the inclusion or incorporation in any SEC filing related to the Financing or the Financial Statements and, if applicable, the Additional Financial Statements including using its commercially reasonable efforts to obtain any consents of accountants for use of their reports in any of the foregoing; provided that Parent shall be primarily responsible for the preparation of any such documentation; (4) assisting Parent with the preparation of any definitive documents related to the Financing as may be reasonably requested by Parent; provided that Parent shall be primarily responsible for the preparation of any such documentation; (5) causing to be executed and delivered (or using reasonable best efforts to obtain) customary certificates, accountants’ comfort letters (including customary “negative assurance” comfort), consents, legal opinions and negative assurance letters in connection with the Financing and causing the Company’s accounting firm to cooperate with Parent, including by participating in accounting due diligence sessions at times and at locations reasonably acceptable to the Company and its accounting firm; (6) subject to customary confidentiality provisions, provide customary authorization letters to authorize the distribution of information to prospective lenders or investors in connection with the Financing; (7) provide or cause to be provided any customary certificates, or other customary closing documents as may reasonably be requested in connection with the Financing; (8) to the extent requested at least eight Business Days prior to the Closing Date, providing Parent’s Financing Sources, at least three Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities and as reasonably requested by Parent with respect to the Company in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. § 1010.230; and (9) consenting to the reasonable use of the Company’s trademarks, service marks or logos in connection with the Financing prior to the Closing Date (subject to all advance review of and consultation with respect of such use and so long as such marks or logos are used in a manner that is reasonable and customary for such purposes and that is not intended or reasonably likely to harm or disparage the Company or any of its propertiesSubsidiaries or the reputation or goodwill of the Company or any of its Subsidiaries or any of their respective products, booksservices, contracts, commitments and records (including, but not limited to, tax returnsofferings or intellectual property rights); provided that nothing in this Section 4.3(a) and, during will require any such period, shall furnish promptly cooperation to the Buyer extent that it would (A) require the Company to pay any fees or Buyer Representatives reimburse any expenses prior to the Closing for which it has not received prior reimbursement by or on behalf of Parent, (iB) a copy of each report, schedule and pay any commitment or other document filed by it with the SEC similar fee in connection with the transactions Financing unless and until the Closing occurs, (C) require the Company to enter into any certificate, agreement, arrangement, document, consent or instrument that is not contingent upon the Closing or that would be effective prior to the Closing, (D) take any action that will conflict with or violate their formation or organizational documents (in each case, as in effect on the date hereof) or result in the contravention of, or would reasonably be expected to result in a violation or breach of, any applicable Law or (in each case prior to the Closing), (E) require the Company to give to any other Person any indemnities in connection with the Financing that are effective prior to the Closing and (F) interfere unreasonably with the business or operations of the Company or its Subsidiaries.
(c) Parent shall (1) promptly upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs incurred by the Company in connection with such cooperation by the Company contemplated by Section 4.3(b) (which shall not include any fees payable to the Company’s legal or financial advisors) and (2) indemnify and hold harmless the Company and its Subsidiaries and their respective Affiliates and its and their respective officers, directors, principals, equityholders, partners, managers, Affiliates, members, employees, consultants, agents, attorneys, accountants, investment bankers, advisors, financing sources and other representatives from and against any and all losses to the extent suffered or incurred by them in connection with the cooperation provided pursuant to Section 4.3(a) and Section 4.3(b), but excluding therefrom any and all losses suffered or incurred by the foregoing Persons as a result of any material errors, omission, misstatements or inaccuracies in any written information (including, without limitation, any of the Financial Statements and, if applicable, the Additional Financial Statements, or any other historical financial information) provided to Parent or any Financing Sources pursuant hereto; provided that the foregoing indemnity will not apply to any loss or expenses to the extent they are found by a final judgment of a court of competent jurisdiction to arise or result from the willful misconduct, bad faith or gross negligence of the Company.
(d) Parent acknowledges and agrees that obtaining the Financing is not a condition to the Closing. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the conditions precedent set forth in Section 5.3 as applied to the Company’s obligations under Section 4.3(b), shall be deemed to be satisfied unless the Company has materially breached its obligations under Section 4.3(b) and such breach has remained uncured for a period of more than five days following receipt of written notice by the Company of such breach from Parent.
(e) No information or knowledge obtained in any investigation in accordance with this Section 4.2 will affect, amend or supplement, or be deemed to affect, amend or supplement, any representation or warranty contained in this Agreement or that may have a material effect on its businessesin the Related Agreements, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or Disclosure Schedule, the conditions to the obligations of the respective parties Parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST Transactions or any Party’s rights hereunder (the "Non-Disclosure Agreement").
(bincluding rights under Article 7) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by under any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Related Agreement.
Appears in 1 contract
Access to Information. (a) GST and Seller shall cause From the date hereof until the Closing Date, the Company shall permit Acquiror and its representatives to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") have full access during normal business hours throughout the period prior to the Closing Date to all of its propertiesmanagement, facilities, suppliers, accounts, books, contracts, commitments and records (including, but without limitation, budgets, forecasts and personnel files and records), contracts and other materials of the Company and its Subsidiaries reasonably requested by Acquiror or such representatives and to make available to Acquiror and its representatives the directors, officers, employees and independent accountants of the Company for interviews for the purpose, among other things, of verifying the information furnished to Acquiror, developing transition plans and integrating the operations of the Company and its Subsidiaries with the operations of Acquiror and its Subsidiaries and Affiliates. Such access shall be subject to existing confidentiality agreements and shall be conducted by Acquiror and its representatives during normal business hours, upon reasonable advance notice and in such a manner as not limited to interfere unreasonably with the business or operations of the Company and its Subsidiaries.
(b) From the date hereof until the Closing Date, Acquiror shall permit the Company and its representatives to have full access to the management, facilities, suppliers, accounts, books, records (including, without limitation, budgets and forecasts), contracts and other materials of the Media Group reasonably requested by the Company or such representatives and to make available to the Company and its representatives the directors, officers, employees and independent accountants of the Media Group for interviews for the purpose, among other things, of verifying the information furnished to the Company. Such access shall be subject to existing confidentiality agreements and shall be conducted by the Company and its representatives during normal business hours, upon reasonable advance notice and in such a manner as not to interfere unreasonably with the business or operations of the Media Group.
(c) Each of the Company and Acquiror agrees that it will not, and will cause each of their respective Affiliates and representatives not to, tax returns) and, during such period, shall furnish promptly use any information obtained pursuant to this Section 6.3 for any purpose unrelated to the Buyer or Buyer Representatives (i) a copy consummation of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect Agreement. The Confidentiality Agreement, dated as of September 26, 1994, as amended on its businessesJanuary 11, 1996, between Acquiror and (ii) such other information concerning the Company's business Company and the Confidentiality Agreement, dated as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or of April 19, 1995, between Acquiror and the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST Company (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller RepresentativesConfidentiality Agreements") full access during normal business hours throughout the period prior shall apply with respect to the Closing Date to all of the respective properties, books, contracts, commitments information furnished thereunder or hereunder and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and any other document filed by any of them with the SEC in connection with the transactions activities contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementthereby.
Appears in 1 contract
Samples: Merger Agreement (Us West Inc)
Access to Information. A&M shall (a) GST and Seller shall cause the Company to each of its Subsidiaries to) afford to Buyer andofficers, on a need to know basis, its accountantsemployees, counsel, financial advisors accountants and other authorized representatives of Parent (the "Buyer RepresentativesPARENT REPRESENTATIVES") full access reasonable access, during normal business hours throughout the period prior to the Closing Date Date, to all of its properties, books, contracts, commitments books and records (includingrelated to the Assets or the Business, but such access not limited toto unreasonably interfere with A&M's business or operations, tax returns) and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to the Buyer or Buyer such Parent Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other all information concerning the Company's business Assets or the Business as Buyer may reasonably be requested and Purchaser shall reasonably requesthave the right to speak with Sellers' landlords under the Leases and vendors; provided, however, that access to the Restaurants and discussions with any landlord under any Lease (other than with respect to any proposed amendments to the Leases) or any vendor shall be scheduled in advance with, and subject to the prior approval, not to be unreasonably withheld, conditioned or delayed, of A&M and A&M shall have an opportunity to participate in such discussions; and provided further that no investigation A&M shall be advised of any discussions with any landlord under any Lease with respect to any proposed amendments to the Leases and shall have an opportunity to participate in such discussions. All information obtained pursuant to this Section 4.1 4.1.7 shall amend or modify any representations or warranties made herein or the conditions be subject to the obligations Confidentiality Agreement, which shall remain in full force and effect until the Closing or, if the Closing does not occur, for the period specified therein. Parent acknowledges A&M's interest that the Parent Representatives' investigations be as discreet as possible and not unduly disrupt the operations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatA&M, and Parent will work diligently to complete the Parent Representatives' investigations in a timely manner so long as A&M cooperates in making the records and personnel available to Parent in a timely fashion. Nothing contained in this Agreement shall cause give Parent or Purchaser, directly or indirectly, the Buyer Representatives right to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period control or direct A&M's operations prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementClosing.
Appears in 1 contract
Access to Information. (a) GST At the request of Purchaser, Seller, Licensee and Seller shall Shareholder shall, from time to time, give or cause the Company to afford be given to Buyer and, on a need to know basisPurchaser, its accountantsofficers, employees, counsel, financial advisors accountants and other representatives representatives, upon reasonable notice to Seller or Shareholder and for the purposes specified in the Nondisclosure Agreement between the parties dated as of September 25, 1996 (the "Buyer RepresentativesNONDISCLOSURE AGREEMENT") ), full access during normal business hours throughout to the period Business, the properties and assets and all of the books, minute books, title papers, records, files, contracts, commitments, insurance policies, Licenses, RSA 2 Licenses, agreements and documents of every character of any of Seller, Licensee, Shareholder and/or the Partnership reasonably relating to the Business, and Seller shall furnish or cause to be furnished to Purchaser, its officers, employees, counsel, accountants and other representatives all of the information with respect to the Business, the Assets and/or the RSA 2 Assets as any of them may reasonably request. Purchaser, its officers, employees, counsel, accountants and other representatives shall have the authority upon prior notice to Seller to interview all employees, customers, vendors, suppliers and other parties having relationships with any of Seller, Licensee, Shareholder, the Partnership and/or Business, and Seller or Shareholder shall make such introductions as may be requested. In addition, Purchaser may, at its sole cost and expense, at any time prior to the Closing Date to all of Closing, through its propertiesofficers, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountantsemployees, counsel, financial advisors accountants and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all representatives, conduct such investigations and examinations of the respective propertiesAssets and/or the RSA 2 Assets as it deems necessary or advisable, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC Shareholder will cooperate fully in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementinvestigations.
Appears in 1 contract
Access to Information. (a) GST During the Interim Period the Vendor agrees that the Purchaser shall be entitled, through its officers, employees and Seller representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Vendor relating to the Business and such examination of the books, records and financial condition of the Vendor relating to the Business as it reasonably requests and, at the Purchaser’s cost, to make extracts and copies of such books and records. Purchaser shall use its best efforts to conduct any such investigation and examination upon twenty-four (24) hours written notice to the Vendor, and during regular business hours and under reasonable circumstances, and the Vendor shall cooperate, fully therein. No investigation by the Purchaser prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agree- ments of the Vendor or the Vendor Group, contained in this Agreement or the Transaction Documents. In order that the Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request of the affairs of the Vendor relating to the Business, the Vendor shall cause the Company to afford to Buyer andofficers, on a need to know basisemployees, its consultants, agents, accountants, counsel, financial advisors lawyers and other representatives (of the "Buyer Representatives") full access during normal business hours throughout the period prior Vendor to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during cooperate fully with such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC representatives in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, such Purchaser review and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")examination.
(b) Buyer Prior to and up to and including the Closing, the Vendor shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior disclose to the Closing Date to all Purchaser the personal information of individuals, including the personal information of employees of the respective propertiesVendor, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives provided however:
(i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with personal information disclosed shall only be that which relates to the transactions contemplated by this Agreement or hereby and the Purchaser shall only use and disclose that may have a material effect on their respective businesses, and personal information for such purposes; and
(ii) such other the personal information concerning Buyer's business disclosed shall be that which is needed in support of the Purchaser’s due diligence and shall not omit any material fact and the Purchaser shall only use and disclose that personal information as GST and Seller shall reasonably request; provided that no investigation needed for the purposes of the Purchaser determining whether to proceed with the transaction contemplated hereby.
(c) In the event the transactions contemplated hereby are not completed, the Purchaser shall, in respect of all personal information collected pursuant to this Section 4.1 shall amend and which remains in its custody or modify any representations under its control, either destroy that personal information or warranties made herein or the conditions return it to the obligations Vendor, at the direction of the respective parties to consummate Vendor.
(d) In the event that the transactions contemplated hereby. Seller and GST hereby are completed, the personal information of employees received from the Vendor shall treat, and shall cause only be used by the Seller Representative to treat, all such materials and information Purchaser in accordance with the terms and conditions respect of the Non-Disclosure Agreement.employment relationship between the employees and Purchaser:
Appears in 1 contract
Access to Information. (a) GST The Company shall afford Acquiror and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors counsel and other representatives reasonable access to (the "Buyer Representatives"i) full access during normal business hours throughout the period prior to the Closing Date to all of its the properties, books, contractsContracts, commitments and records of the Company and the Company Subsidiaries, including all Company Owned Intellectual Property (includingincluding access to design processes and methodologies and all source code), but not limited to(ii) all other information concerning the business, tax returnsproperties and personnel (subject to restrictions imposed by applicable law) andof the Company and the Company Subsidiaries as Acquiror may reasonably request, during such periodand (iii) all employees of the Company and the Company Subsidiaries as identified by Acquiror. The Company shall make available to Acquiror and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided, however, that no information discovered through the access afforded by this Section 6.2 shall furnish promptly (x) limit or otherwise affect any remedies available to the Buyer party receiving such notice, (y) constitute an acknowledgment or Buyer Representatives admission of a breach of this Agreement or (z) be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.
(b) The Company shall use its best efforts to provide to Acquiror and its accountants, counsel and other representatives by October 15, 2013, copies of (i) a copy the unaudited consolidated balance sheet as of each reportSeptember 30, schedule 2013 and other document filed the related unaudited consolidated statements of income, cash flow and stockholders’ equity for the nine (9) months then ended, all as reviewed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesPricewaterhouseCoopers LLP, and (ii) such other information concerning the Company's business audited consolidated balance sheet as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or of December 31, 2012 and the conditions to related audited consolidated statements of income, cash flow and stockholders’ equity for the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treattwelve (12) month period then ended, all such materials as audited by PricewaterhouseCoopers LLP (the “Annual Audited Financial Statements”). Such financial statements (a) are true and information correct in all material respects, (b) were prepared in accordance with the terms books and conditions records of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer the Company and GST (c) present fairly the "Non-Disclosure Agreement").
(b) Buyer shall afford GST financial condition of the Company at the date or dates therein indicated and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors the results of operations and other representatives (the "Seller Representatives") full access during normal business hours throughout cash flows for the period prior to or periods therein specified. For the Closing Date to avoidance of doubt, all of the respective properties, books, contracts, commitments costs and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC expenses incurred in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, preparation and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations delivery of the respective parties financial statements shall be borne by the Acquiror.
(c) Promptly following the execution of this Agreement, the Company will prepare complete detailed written descriptions reasonably satisfactory to consummate Acquiror regarding the transactions contemplated hereby. Seller Company’s collection, storage, use, sharing and GST shall treat, dissemination of Personal Information and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementCustomer Data.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Twitter, Inc.)
Access to Information. (a) GST and From the First Closing Date continuing until 2 (two) years after the Second Closing Date, the Seller shall cause permit the Company Purchaser and its representatives and agents to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full have reasonable access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments Seller's books and records (includingand personnel primarily relating to the Acquired Assets, but not limited tothe Xxxxxx Equipment or the Par Equipment, tax returns) andeither of the Facilities or the Business, during such period, and the Seller shall furnish promptly to the Buyer Purchaser such available information concerning the Acquired Assets, the Xxxxxx Equipment and Par Equipment, either of the Facilities and the Business as the Purchaser may reasonably request; provided the Purchaser shall reimburse the Seller for its reasonable out of pocket costs for having such information copied for the Purchaser to the extent such information is not included in any information which was required to be delivered to the Purchaser at either Closing or Buyer Representatives any other time at the Seller's expense.
(b) In addition, at any time prior to, on or after the First Closing Date: (i) from the First Closing Date continuing until 2 years after the Second Closing Date, unless a copy longer period is required by law, the Seller shall grant the Purchaser and its employees, attorneys, accountants, officers, representatives and agents, during normal business hours and upon reasonable advance written notice, reasonable access to the Retained Information, for review and photocopying by the Purchaser, at the Purchaser's expense, at the reasonable request of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Purchaser; and (ii) such other information concerning the Company's business as Buyer Seller shall reasonably request; provided that no investigation pursuant cause its employees, agents, auditors, Affiliates and representatives to this Section 4.1 shall amend or modify any representations or warranties made herein or cooperate with the conditions Purchaser to ensure the orderly transition of the Business from the Seller to the obligations Purchaser as of the First Closing Date and to minimize any disruption to the Business and the other respective parties to consummate businesses of the Parties that might result from the transactions contemplated hereby. Buyer shall treat, and shall cause Retained Information will be subject to the Buyer Representatives confidentiality obligations contained in Section 5.3. Any Retained Information to treat, all such materials and information be delivered or disclosed to the Purchaser in accordance with this Section 5.2(b) may be redacted or withheld by the terms Seller to the extent such Retained Information relates to products (other than the Products) and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST businesses (other than the "Non-Disclosure Agreement")Business) owned or operated by the Seller.
(bc) Buyer Nothing in this Section 5.2 or otherwise in this Agreement shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (require the "Seller Representatives") full disclosure or access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any Party of them with the SEC in connection with the transactions contemplated by this Agreement any documents or information that may have a material effect on their respective businesses, and (ii) would cause such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant Party to this Section 4.1 shall amend forfeit or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Nonwaive attorney-Disclosure Agreementclient privilege accorded it under applicable law.
Appears in 1 contract
Access to Information. (a) GST During the Pre-Closing Period, upon reasonable prior notice, Seller shall, and Seller shall cause each of the Company to other Seller Parties to, (i) afford to the Representatives of Buyer andreasonable access, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior hours, to the Closing Date to all of its properties, books, contracts, commitments books and records of the Business and (ii) furnish to the Representatives of Buyer such additional financial and operating data and other information regarding the Business, the Transferred Assets or the Assumed Liabilities as Buyer or its Representatives may from time to time reasonably request for purposes of consummating the Transactions and preparing to own the Transferred Assets and Assumed Liabilities and operate the Business following the Closing.
(b) During the Pre-Closing Period, Seller and Buyer shall, and each shall cause their respective Affiliates to, cooperate with the other Party and its Affiliates to facilitate the obligations that will be assumed by Buyer and its Affiliates under the Employee Matters Agreement, including (i) providing (to the extent permitted by Law) such current information regarding the Business Employees or former employees of the Business on an ongoing basis as may be necessary to facilitate determinations of eligibility for, and payments of benefits to, such employees (and their spouses and dependents, as applicable) under the Parent Plans and Business Plans, as applicable, and (ii) giving such assistance as either Party may reasonably require to comply with applicable Laws governing the transfer of employment from Seller or its Affiliates to Buyer or its Affiliates. Seller will provide to Buyer the names of each Business Employee after the Parties have established suitable data protection protocols.
(c) Buyer shall, and shall cause its Affiliates to, comply with all applicable Laws regarding the maintenance, use, sharing and processing of Seller Personal Data, including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy compliance with any applicable requirements to provide notice to, or obtain consent from, the data subject for processing of each report, schedule and other document filed by it with Seller Personal Data after the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesClosing Date, and (ii) such taking any other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant steps necessary to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatcomply with local data protection Laws, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returnsthe execution of any separate agreements with Seller or its Affiliates to facilitate the lawful processing of certain Seller Personal Data (such agreements to be executed before or after the Closing Date, as necessary).
(d) Seller shall, and shall cause its Affiliates to, comply with all applicable Laws regarding the maintenance, use, sharing and processing of Seller Personal Data prior to the Closing Date, including, but not limited to, (i) compliance with any applicable requirements to provide notice to, or obtain consent from, the data subject for processing of Seller Personal Data before the Closing Date (including with respect to transfer of Seller Personal Data to Buyer or any of its Affiliates), and (ii) taking any other steps necessary to comply with local data protection Laws, including, but not limited to, the execution of any separate agreements with Buyer or its Affiliates to facilitate the lawful processing of certain Seller Personal Data (such agreements to be executed before or after the Closing Date as necessary, notwithstanding anything to the contrary above).
(e) Buyer shall, and shall cause its Affiliates to, share and otherwise process Seller Personal Data only on a need-to-know basis, only as legally permitted and only to the extent necessary to perform its obligations under the Transaction Agreements or Seller’s or its Affiliates’ further written instructions. Buyer and its subsidiaries andAffiliates shall use reasonable, during such periodtechnical and organizational measures to ensure the security and confidentiality of Seller Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, modification, disclosure, access or loss. Buyer agrees that, before the Closing Date, neither it nor its Affiliates shall furnish promptly disclose any Seller Personal Data to GST and third parties without the express written approval of Seller or its Affiliates, unless required by applicable Law. Buyer or one of its Affiliates shall promptly inform Seller or one of its Affiliates of any breach of this security and confidentiality undertaking, unless prohibited from doing so by applicable Law.
(f) Notwithstanding anything in this Agreement to the Seller Representatives contrary,
(i) a copy in no event shall the Seller Parties or their respective Affiliates be obligated to provide any (1) access or information in violation of each reportany applicable Law, schedule and (2) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other document filed by any of them with the SEC proposals received in connection with the transactions comparable to those contemplated by this Agreement or that may have a material effect on any information or analysis relating to any such communications, (3) information the disclosure of which would jeopardize any applicable privilege (including the attorney-client privilege) available to any of the Seller Parties or any of their respective businessesAffiliates, relating to such information, (4) information that is not exclusively related to the Business, the Transferred Assets or the Assumed Liabilities and the disclosure of which would cause any Seller Party or any of their respective Affiliates to breach a confidentiality obligation to which it is bound as of the Agreement Date or (5) Tax Return of Seller or its Affiliates, other than any stand-alone non- income Tax Return of any Seller Party relating solely to the Business or the Transferred Assets;
(ii) the auditors and accountants of any of the Seller Parties or any of their respective Affiliates or the Business shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; and
(iii) before the Closing, without the prior written consent of Seller, which Seller may withhold for any reason, neither Buyer nor any of its Representatives shall contact (A) any employees of, suppliers to, or customers of, any Seller Party, or any of their respective Affiliates, (B) any Obligors or any of their Affiliates under any Transferred Financing Contracts, or (C) any issuers or beneficiaries of letters of credit with respect to any such Financing Contracts, in any such case in connection with or with respect to this Agreement, any other Transaction Agreement or any Transaction, or to otherwise discuss the business or operations of the Business; provided, that the Parties shall cooperate in good faith to facilitate communication to obtain any consent required to transfer or assign any Transferred Asset; and
(iv) no Seller Party shall be required, before the Closing, to disclose, or cause or seek to cause the disclosure of, to Buyer or its Affiliates or Representatives (or provide access to) any properties, books or records of Seller or any of its Affiliates that would reasonably be expected to result in the disclosure to such persons or others of, any confidential information concerning relating to trade secrets, trademark, trade name, service xxxx or copyright applications or product development, or pricing and marketing plans, nor shall any Seller Party be required to permit or cause or seek to cause others to permit Buyer or its Affiliates or Representatives to have access to or to copy or remove from the properties of Seller or any of its Affiliates any documents, drawings or other materials that might reveal any such confidential information.
(g) If so requested by Seller, Buyer shall enter into a customary joint defense agreement or common interest agreement with one or more of the Seller Parties or any of their respective Affiliates with respect to any information provided to Buyer's business as GST and Seller shall reasonably request; provided that no investigation , or to which Buyer gains access, pursuant to this Section 4.1 shall amend 6.02 or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementotherwise.
Appears in 1 contract
Samples: Asset Purchase Agreement (Starwood Property Trust, Inc.)
Access to Information. (a) GST From the date hereof until the Closing, upon reasonable notice and during normal business hours, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford the Company to afford to Buyer andofficers, on a need to know basisemployees, its agents, accountants, counsel, financial advisors financing sources and other representatives (of the "Buyer Representatives") full Purchaser reasonable access during normal business hours throughout the period prior to the Closing Date to all of its offices, properties, booksother facilities, contracts, commitments books and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly of the Seller relating to the Buyer Business, including access to enter upon such properties and facilities to investigate and collect air, surface water, groundwater and soil samples or Buyer Representatives (i) a copy to conduct any other type of each reportenvironmental assessment, schedule and other document filed by it with to those officers, directors, key employees, agents, accountants and counsel of the SEC in connection with Seller who have any Knowledge relating to the transactions contemplated by this Agreement or that may have a material effect on its businesses, Business and (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information concerning regarding the Company's business assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Buyer shall the Purchaser may from time to time reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, for a period of seven years after the Closing, the Purchaser shall afford GST (i) retain the books and Seller and, on a need records relating to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period Business relating to periods prior to the Closing Date to all in a manner reasonably consistent with the prior practice of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller's expense, photocopies), during normal business hours, to such books and records.
(c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser after the Closing or for any other information concerning Buyer's business as GST and reasonable purpose, for a period of seven years following the Closing, the Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or (i) retain the conditions books and records of the Seller which relate to the obligations Business and its operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the respective parties Purchaser reasonable access (including the right to consummate make photocopies, at the transactions contemplated hereby. Seller Purchaser's expense), during normal business hours, to such books and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementrecords.
Appears in 1 contract
Access to Information. From the date of this Agreement until the Closing, the Buyer shall be entitled, through its employees and representatives, to make such investigations of the assets, liabilities, properties, business and operations of the Sellers and the Subject Business, and such examination of the books, records and financial condition of the Sellers and the Subject Business, as the Buyer wishes. Any such investigation and examination shall be conducted upon reasonable notice to the Sellers at reasonable times and under reasonable circumstances and the Sellers shall cooperate fully therein. In order that the Buyer may have full opportunity to make such business, accounting and legal review, examination and investigation as it may wish of the business and affairs of the Sellers, the Sellers shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the Sellers as such representatives may reasonably request and shall cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review and examination. If this Agreement is terminated, the Buyer, its officers, directors, employees, agents and authorized representatives shall keep confidential and shall not use in any manner any information or documents obtained from the Sellers concerning the assets, liabilities, properties, customer lists, business and operations of the Sellers, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the Sellers, or received from a third party not under an obligation to the Sellers to keep such information confidential. If this Agreement is terminated,
(a) GST and Seller the Buyer shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior immediately return to the Closing Date to Sellers any documents obtained from the Sellers together with all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to copies thereof then in the Buyer Buyer's possession or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with under the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the CompanyBuyer's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatcontrol, and shall cause agree thereafter to keep the Buyer Representatives to treat, all such materials contents thereof strictly confidential and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) the Buyer shall afford GST and Seller andnot induce or attempt to induce, on or assist others in inducing or attempting to induce, any employee of the Sellers to terminate his relationship with the Sellers for a need period of two (2) years from the date hereof. The Sellers shall be entitled to know basisspecific performance, their respective accountants, counsel, financial advisors injunctive and other representatives (equitable relief for the "Seller Representatives") full access during normal business hours throughout enforcement of the period prior provisions of this Section 7.2 by a court of competent jurisdiction, it being acknowledged and agreed by the Buyer that any breach or threatened breach of this Section 7.2 will cause irreparable injury to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.Sellers for which money damages alone
Appears in 1 contract
Access to Information. (a) GST Subject to applicable Laws relating to the exchange of information, between the date of this Agreement and Seller the Closing Date, upon reasonable notice, Newport shall cause the Company to afford to Buyer and, on a need to know basis(i) give Buyer, its accountants, counsel, financial advisors advisors, auditors and other authorized representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout to Newport’s key employees (including the period prior president and the chief financial officer of Newport and the general manager, sales managers, business manager and chief engineer (or person holding a similar position) of each Station), and the offices, properties, books and records of each Station including reasonable access reasonably necessary to allow Buyer to implement payroll, benefits, financial reporting, accounts receivable, accounts payable and similar functions immediately after Closing, and to conduct Phase I Environmental Site Assessments of the properties provided Buyer and its representatives may not conduct any environmental sampling or other intrusive investigation unless permitted by Seller in its sole discretion, (ii) as promptly as practicable after the end of each month after the date of this Agreement, furnish to Buyer (A) a monthly balance sheet relating to the Closing Date to all operation of its properties, books, contracts, commitments the Stations in each Market (without any allocations or adjustments reflected on the balance sheets included in the Business Financial Statements) and records the related statement of operations and (including, but not limited to, tax returnsB) and, during such period, shall furnish promptly to monthly profit and loss statements for each of the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Stations and (ii) such other information concerning the Company's business as instruct its key employees, counsel and financial advisors of Seller to cooperate with Buyer shall reasonably request; provided that no investigation in its activities and access pursuant to this Section 4.1 5.02(a); provided, however, that Buyer’s access pursuant to clause (i) shall amend be with Seller’s prior written consent, which consent shall not be unreasonably withheld or modify delayed. All such requests for access shall be directed to Newport’s chief financial officer or his designee. Buyer’s activities and access pursuant to this Section 5.02(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of the Business or any representations of the businesses or warranties made herein operations of Seller or any of its Affiliates. Newport shall not be obligated to provide such access or information if Newport determines, in its reasonable judgment, that doing so would violate applicable Law, jeopardize the conditions protection of an attorney-client privilege or expose Newport or its Subsidiaries to liability for disclosure of personal information. Until the Closing, the information provided will be subject to the obligations terms of the respective parties Confidentiality Agreement and, without limiting the generality of the foregoing, Buyer shall not, and shall cause its representatives not to, use such information for any purpose unrelated to consummate the consummation of the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST For a period of two (2) years after the Closing Date, Seller, the High Plains Entities and Seller andtheir Affiliates will hold, on a need and will use their commercially reasonable efforts to know basis, cause their respective officers, directors, employees, accountants, counsel, financial consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other representatives requirements of law, all confidential documents and information concerning the Stations and the Business.
(the "Seller Representatives"c) full access during normal business hours throughout the period prior to On and after the Closing Date Date, Seller will afford promptly to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries andagents reasonable access to its books of account, during financial and other records (including accountant’s work papers), information, employees and auditors to the extent necessary for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Stations; provided, however, that any such periodaccess by Buyer shall not unreasonably interfere with the conduct of the businesses or operations of Seller, the High Plains Entities or any of their Affiliates.
(d) After Closing, Buyer shall furnish promptly cooperate with Seller in the investigation, defense or prosecution of any action which is pending or threatened against Seller, a High Plains Entity or their Affiliates with respect to GST and the Stations or Seller or the High Plains Entities, whether or not any party has notified the other of a claim for indemnification with respect to such matter. Without limiting the generality of the foregoing, Buyer shall make available its employees to give depositions or testimony and shall preserve and furnish all documentary or other evidence that Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc)
Access to Information. (a) GST From the date of this Agreement until the Closing, upon reasonable notice, each Seller shall, and Seller the Sellers shall cause the officers, employees, auditors and agents of each Company to to, (i) afford to Buyer andthe officers, on a need to know basisemployees and authorized agents and representatives of the Purchaser reasonable access, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout hours, to the offices, properties (owned or leased), books and records of each Company, provided that such officers, employees, agents or representatives are accompanied at all times by a Seller or a Seller's representative, and (ii) furnish to the officers, employees and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, goodwill and business of each Company as the Purchaser may from time to time reasonably request in order to assist the Purchaser in fulfilling its obligations under this Agreement and to facilitate the consummation of the transactions contemplated hereby; provided, however, that the Purchaser shall not unreasonably interfere with any of the businesses or operations of any Company.
(b) The Purchaser agrees that it shall preserve and keep all Books and Records in the Purchaser's possession for a period of at least eight years from the Closing Date. After such eight-year period, before the Purchaser shall dispose of any of such Books and Records, at least 90 calendar days' prior written notice to such effect shall be given by the Purchaser to each Seller, and each Seller shall be given an opportunity, at his or her cost and expense, to remove and retain all or any part of such Books and Records as such Seller may select.
(c) Each party agrees that it will cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) retained and remaining in existence after the Closing Date which are necessary or useful in connection with any Tax inquiry, audit, investigation or dispute, any litigation or investigation or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. The party requesting any such Books and Records, information or employees shall bear all of the out-of-pocket costs and expenses (including, without limitation, attorneys' fees, but excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees. Each Seller may reasonably require certain financial information relating to the business of any Company for periods prior to the Closing Date to all for the purpose of its propertiesfiling federal, booksstate, contracts, commitments local and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule foreign Tax returns and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesgovernmental reports, and (ii) the Purchaser agrees to furnish such other information concerning the Companyto such Seller at such Seller's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, request and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")expense.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Samples: Purchase Agreement (Carematrix Corp)
Access to Information. (a) GST Subject to the terms of the Confidentiality Agreement, upon reasonable notice and Seller subject to applicable Law, the Company shall, and shall cause each of the Company to Subsidiaries to, afford to Buyer andthe officers, on a need to know basisemployees, its accountants, counsel, financial advisors counsel and other representatives (the "Buyer Representatives") full access of Parent and its debt financing sources, during normal business hours throughout during the period prior to the Closing Date Effective Time, reasonable access to all of its properties, books, contracts, commitments and records (includingrecords, but not limited toand to its officers, tax returns) employees, accountants, counsel and other representatives and, during such period, the Company shall, and shall furnish promptly cause the Company Subsidiaries to, make available to Parent and the Buyer or Buyer Representatives appropriate representatives of Parent (i) a copy of each report, schedule schedule, registration statement and other document filed or received by it with during such period pursuant to the SEC in connection with requirements of federal securities Laws (other than reports or documents which the transactions contemplated by this Agreement or that may have a material effect on its businessesCompany is not permitted to disclose under applicable Law), and (ii) the unaudited monthly consolidated balance sheet of the Company and its Subsidiaries for the month then ended and the related consolidated statements of earnings, cash flows and stockholders' equity (which the Company will use reasonable best efforts to furnish within thirty (30) days after the end of each month; provided that with respect to such financial reports for the month ended December 31, 2006, the Company will furnish preliminary estimates of the results for that month (which may not include all adjustments required for a fair presentation by GAAP) no later than January 22, 2007 and will review with Parent the status of open analyses and closing procedures yet to be performed as of that date), (iii) a copy of the weekly internal management report generated by the Company in the ordinary course of its business, which shows sales (including any comparable sales analyses), merchandise margins, inventory, outstanding debt and cash (including cash bank and cash book balances) as soon as practicable, but in no event later than 5 calendar days after the end of each week and (iv) all other information concerning its business, properties and personnel as Parent may reasonably request. Parent shall designate two individuals who shall be the sole source authorized to convey requests for information and access by Parent and its debt financing sources to the Company's business . The Company shall designate one individual to whom all such requests shall be delivered. Notwithstanding any provision of this Agreement to the contrary, the Company may limit requests for information and access so as Buyer not to unreasonably interfere with the ongoing operations of the Company and the Company Subsidiaries and neither the Company nor any of the Company Subsidiaries shall reasonably request; provided that no investigation pursuant be required to this Section 4.1 shall amend provide access to or modify any representations to disclose information if such access or warranties made herein disclosure would jeopardize the work product privilege or the conditions attorney-client privilege of the institution in possession or control of such information or violate any Law or any binding agreement entered into prior to the obligations date of this Agreement. The relevant parties will use their reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")preceding sentence apply.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior The Company makes no representation or warranty as to the Closing Date accuracy of any information provided pursuant to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businessesSection 6.5(a), and neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company's representations and warranties contained in Article IV.
(iic) such other The information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or 6.5(a) will be used solely for the conditions to purpose of effecting the obligations of the respective parties to consummate the transactions contemplated hereby. Seller Transactions and GST shall treat, and shall cause the Seller Representative to treat, will be governed by all such materials and information in accordance with the terms and conditions of the Non-Disclosure Confidentiality Agreement.
Appears in 1 contract
Access to Information. (a) GST From the date hereof until the Closing, the Parent and the Seller shall cause the Company to afford to Buyer andand the Subsidiaries and each of the Company's and the Subsidiaries' officers, on a need to know basisdirectors, its accountantsemployees, counselagents, financial advisors representatives, accountants and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited counsel to, tax returns) and, during and the Company shall cause the Subsidiaries and each of such period, shall furnish promptly to the Buyer or Buyer Representatives Persons to: (i) a copy afford the officers, employees and authorized agents, accountants, counsel and representatives of the Purchaser reasonable access to the offices, properties, plants, other facilities, books and records of the Company and each Subsidiary and to those officers, directors, employees, agents, accountants and counsel of the Company and of each reportSubsidiary who have any knowledge relating to the Company, schedule and other document filed by it with any Subsidiary or the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Business and (ii) furnish to the officers, employees and authorized agents, accountants, counsel and representatives of the Purchaser such additional financial and operating data and other information concerning regarding the assets, properties and goodwill of the Company's business , the Subsidiaries and the Business (or legible copies thereof) as Buyer shall the Purchaser may from time to time reasonably request; provided that no investigation . All information obtained by the Purchaser and its officers, employees and authorized agents, accountants, counsel and representatives pursuant to this Section 4.1 5.02 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information be kept confidential in accordance with the terms confidentiality agreement, dated February 2, 1995, between the Parent and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Purchaser.
(b) Buyer In order to facilitate the resolution of any claims made by or against or incurred by the Parent or the Seller prior to the Closing, for a period of seven years after the Closing, the Company shall, and the Purchaser shall afford GST cause the Company to (i) retain the books and Seller and, on a need records of the Company and the Subsidiaries relating to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period periods prior to the Closing Date to all in a manner reasonably consistent with the prior practice of the respective properties, books, contracts, commitments Company and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Subsidiaries and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Parent and the Seller reasonable access (including the right to make, at the Parent's expense, photocopies), during normal business hours, to such other information concerning Buyer's business as GST books and Seller shall reasonably requestrecords; provided that no investigation pursuant the Parent shall reimburse the Purchaser promptly upon demand for all out-of-pocket expenses incurred by the Purchaser in connection therewith.
(c) In order to this Section 4.1 facilitate the resolution of any claims made by or against or incurred by the Purchaser, the Company or any Subsidiary after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Parent and the Seller shall amend or modify any representations or warranties made herein or (i) retain the conditions books and records of the Parent and the Seller which relate to the obligations Company and the Subsidiaries and their operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser, the Company or any Subsidiary and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the respective parties Purchaser, the Company or any Subsidiary reasonable access (including the right to consummate make photocopies, at the transactions contemplated hereby. Seller expense of the Purchaser, the Company or such Subsidiary), during normal business hours, to such books and GST records; provided that the Purchaser, the Company or such Subsidiary shall treat, reimburse the Parent and shall cause the Seller Representative to treat, promptly upon demand for all such materials out-of-pocket expenses incurred by the Parent and information the Seller in accordance with the terms and conditions of the Non-Disclosure Agreementconnection therewith.
Appears in 1 contract
Access to Information. After Closing, the Purchaser Parties shall provide to the officers, employees, agents and representatives of any Seller Parties Indemnitees reasonable access to (ai) GST the Books and Seller shall cause Records with respect to the Company to afford to Buyer andTarget Parties, on a need to know basisOwnerCo LLC, its accountants, counsel, financial advisors Operating Tenant and other representatives (the "Buyer Representatives") full access during normal business hours throughout Hotel for the period prior to the Closing Date to all of its propertiesDate, books, contracts, commitments and records (including, but not limited to, tax returnsii) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesProperty, and (iiiii) the Manager solely to prepare any documents required to be filed by OwnerCo LLC or Operating Tenant under Applicable Law or to investigate, evaluate and defend any claim, charge, audit, litigation or other proceeding made by any Person or insurance company involving any Seller Parties Indemnitee or any Affiliate respectively thereof; provided, however, that (A) such other information concerning Seller Parties Indemnitees shall provide reasonable prior notice to the Company's Purchaser Parties; (B) the Purchaser Parties shall not be required to provide such access during non-business hours; (C) the Purchaser Parties shall have the right to accompany the officer, employees, agents or representatives of such Seller Parties Indemnitees in providing access to the Books and Records, the Property or Manager as Buyer provided in this Section 12(h); and (D) the Seller Parties shall reasonably request; provided that no investigation defend, indemnify and hold harmless the Purchaser Parties Indemnitees in accordance with Section 14(c) from and against any Indemnification Loss incurred by any Purchaser Parties Indemnitees arising from any examinations, tests, investigations or studies of the Property conducted by the Seller Parties Indemnitees, its employees, agents or representatives pursuant to this Section 4.1 12(h). The Purchaser Parties, at their cost and expense, shall amend or modify any representations or warranties made herein or the conditions retain all Books and Records with respect to the obligations Hotel for a period of seven (7) years after the respective parties to consummate Closing. This Section 12(h) shall survive the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Closing.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Pebblebrook Hotel Trust)
Access to Information. (a) GST From the date hereof until the Closing (upon reasonable notice to the Seller) during normal business hours with the purpose that an uninterrupted and efficient transfer of the Business may be accomplished, the Seller shall, and shall cause the officers, directors, employees, auditors and agents of the Company to (i) afford the officers, employees and authorized agents and representatives of the Purchaser reasonable access to the offices, properties, books and records of the Company (including but not limited to the review of the Business in connection with the Company's Year 2000 compliance) and (ii) furnish to the officers, employees and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Company as the Purchaser may from time to time reasonably request; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller or any Affiliate of the Seller, including the Company and the Business; and provided, further, that Seller shall not be required to provide any such information or access to the extent that such information or access would cause Seller to be in breach of any confidentiality restrictions applicable to it.
(b) From the HSR Date until the Closing Date, (i) Xxxxx Xxxxxx shall have the right to attend and observe any meeting of the Board of Directors of the Company (the "Board") and to receive a copy of any materials distributed to members of the Board, (ii) an executive officer of the Purchaser (the "Purchaser's Representative") shall be entitled to be present at the Company's offices at all reasonable times, (iii) the Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior make an office available to the Closing Date Purchaser's Representative at the Company's executive offices, together with reasonable office support (including telephone, facsimile and reasonable secretarial support), (iv) the Purchaser's Representative shall be entitled to attend all management meetings of the Company and (v) the Seller shall cause the Company to consult with the Purchaser's Representative in making material decisions concerning the business of the Company of the type customarily made by the president or chief financial officer of the Company (or officers exercising similar authority) and shall in good faith consider the input of the Purchaser's Representative in making such decisions. In the event of a dispute between the Purchaser's Representative and the Company as to any material decision, the dispute shall be resolved by Xxxxxx X. Xxxxxxx, Chief Executive Officer of Pearson Inc. (or, in the event Xx. Xxxxxxx is not then serving as Chief Executive Officer of Xxxxxxx Inc., the Chief Executive Officer of Pearson Inc.), and Xxxxxxx Xxxxxx, Senior Vice President - Planning and Market Development of Xxxxxxx Education, Inc. (or, in the event Xx. Xxxxxx is not then serving as Senior Vice President of Xxxxxxx Education, Inc., a Senior Vice President of Xxxxxxx Education, Inc.) who shall make the decision in good faith based on their opinion of the best long-term interests of the Company.
(c) The Seller shall, and shall cause its propertiesofficers, booksemployees and representatives to, contracts, commitments provide reasonable access for the Purchaser and the Purchaser's independent auditors to the financial books and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to of the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC Company in connection with the transactions contemplated by Purchaser's preparation of such audited and unaudited financial statements of the Company as the Purchaser may reasonably determine are necessary to satisfy the requirements of its financing sources, the Securities Act or the Exchange Act applicable to the Purchaser and its Affiliates. Under no circumstances shall the Seller or any such officer, employee or representative have any liability whatsoever (other than as expressly provided in this Agreement Agreement) to the Purchaser, the Purchaser's independent auditors or that may have a material effect on its businessesotherwise to any Person or Governmental Authority, including under the Securities Act or the Exchange Act, in connection with such financial statements or the preparation or use thereof, and (ii) the Purchaser shall indemnify, defend and hold harmless the Seller and each such other information concerning Person against and reimburse the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify Seller and each such Person for any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer liability. The Purchaser shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to pay all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC expenses in connection with the transactions contemplated preparation of such financial statements, including any reasonable expenses incurred by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and the Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementCompany.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Holdings Inc)
Access to Information. (a) GST From the date hereof until the Closing, upon reasonable notice, the Seller and Seller the Parent each shall cause the Company to and the Subsidiaries and each of the Company's and the Subsidiaries' officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Buyer andthe officers, on a need to know basisemployees and authorized agents, its accountants, counsel, financial advisors financing sources and other representatives of the Purchaser complete and unrestricted access (to the "Buyer Representatives") full access extent permitted by U.S. government security restrictions), during normal business hours throughout the period prior hours, to the Closing Date to all of its offices, properties, booksplants, contractsother facilities, commitments books and records (includingof the Company and each Subsidiary and to those officers, but not limited todirectors, tax returns) andemployees, during such periodagents, shall furnish promptly accountants and counsel of the Company and of each Subsidiary who have any knowledge relating to the Buyer Company, any Subsidiary or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Business and (ii) furnish to the officers, employees and authorized agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information concerning regarding the assets, properties and goodwill of the Company's business , the Subsidiaries and the Business (or legible copies thereof) as Buyer shall reasonably the Purchaser may from time to time request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, for a period of seven years after the Closing, the Purchaser shall afford GST (i) retain the books and Seller and, on a need records of the Company and the Subsidiaries relating to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period periods prior to the Closing Date to all in a manner reasonably consistent with the prior practice of the respective properties, books, contracts, commitments Company and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Subsidiaries and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Seller reasonable access (including the right to make, at the Seller's expense, photocopies), during normal business hours, to such books and records.
(c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser, the Company or any Subsidiary after the Closing or for any other information concerning Buyer's business reasonable purpose, for a period of seven years following the Closing, the Seller and the Parent shall (i) retain the books and records of the Seller and the Parent, as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions case may be, which relate to the obligations Company and the Subsidiaries and their operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser, the Company or any Subsidiary and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the respective parties Purchaser, the Company or any Subsidiary reasonable access (including the right to consummate make photocopies, at the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions expense of the Non-Disclosure AgreementPurchaser, the Company or such Subsidiary), during normal business hours, to such books and records.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Capital Corp /De/)
Access to Information. (a) GST Between the date hereof and Seller shall cause the Effective Time, the Company to afford to Buyer and, on a need to know basis, its accountants, will give Parent and Merger Sub and their authorized representatives (including counsel, financial advisors and other representatives (the "Buyer Representatives"auditors) full reasonable access during normal business hours throughout to all employees, plants, offices, warehouses and other facilities and to all books and records of the period prior Company and its subsidiaries, will permit Parent and Merger Sub to make such inspections as Parent and Merger Sub may reasonably require and will cause the Company's 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 Closing Date business, properties and personnel of the Company and its subsidiaries as Parent or Merger Sub may from time to all time reasonably request, provided, that no investigation pursuant to this Section 5.3(a) shall affect or be deemed to modify any of its propertiesthe representations or warranties made by the Company.
(b) Between the date hereof and the Effective Time, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, the Company shall furnish promptly to the Buyer or Buyer Representatives Parent, (i) a copy of each report, schedule and other document filed by it concurrently with the delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company management and (ii) at the earliest time they are available, such quarterly and annual financial statements as are prepared for the Company's SEC filings, which (in the case of this clause (ii)) shall be in accordance with the books and records of the Company. Between the date hereof and the Effective Time, Parent shall furnish to the Company, at the earliest time they are available, such quarterly and annual financial statements as are prepared for Parent's SEC filings, which shall be in accordance with the books and records of Parent.
(c) Parent will hold and will cause its authorized representatives to hold in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Confidentiality Agreement entered into between the Company and Parent dated December September 9, 1997 between Buyer and GST 2001 (the "Non-Disclosure Confidentiality Agreement").
(b) Buyer shall afford GST . The Company will hold and Seller and, on a need will cause its authorized representatives to know basis, their respective accountants, counsel, financial advisors hold in confidence all documents and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer information concerning Parent and its subsidiaries and, during such period, shall furnish promptly furnished to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC Company in connection with the transactions contemplated by this Agreements pursuant to the terms of that certain Confidentiality Agreement entered into between the Company and Parent dated September 24, 2001 (the "Parent Confidentiality Agreement").
(d) Any documents or that may have a material effect on their respective businessesinformation disclosed by the Company or any of its subsidiaries to Parent pursuant to Section 3.18(a), Section 5.1 or clause (a) or (b) of this Section 5.3 shall be used by Parent solely for the evaluation of, and/or transitional planning in connection with, the transactions contemplated hereby and shall, for the avoidance of doubt, be subject to clause (iic) such other information concerning Buyer's business as GST and Seller shall reasonably requestof this Section 5.3; provided that no investigation the restrictions set forth in this clause (d) shall not apply to the disclosure of any document or information that is exempted from the confidentiality restrictions set forth in the Confidentiality Agreement pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementthereof.
Appears in 1 contract
Samples: Merger Agreement (Synopsys Inc)
Access to Information. (a) GST During the period from the execution of this Agreement through the earlier of the termination of this Agreement pursuant to its terms and the Closing, Seller shall cause the Companies, the Company Subsidiaries and CBS Canada (solely with respect to the Canadian Parks Business) to, subject to restrictions imposed from time to time in good faith upon advice of counsel respecting the provision of privileged communications or competitively sensitive information and any applicable confidentiality agreement with any Person, afford representatives of Parent, following notice from Parent to Buyer andSeller in accordance with this Section 5.2, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all properties of its propertiesthe Companies and the Company Subsidiaries, and all properties included in the Canadian Park Business, and will furnish, within a reasonable time, to Parent all information (including extracts and copies of books, records, contracts, commitments and records (includingother documents), but not limited toand operating and financial data prepared by management in the ordinary course of business, tax returns) andif any, during such periodconcerning the operations, business, properties and personnel of the Companies or any Company Subsidiary or the Canadian Parks Business, including access to its personnel and representatives as Parent may reasonably request and that is in the possession and control of the Companies, any Company Subsidiary or CBS Canada. In conducting any inspection of any properties of the Companies and the Company Subsidiaries, or any properties included in the Canadian Park Business, neither Parent, Purchaser nor any of their representatives shall furnish promptly to the Buyer or Buyer Representatives (i) a copy contact or have any discussions with any of the Companies' employees, agents, or representatives, or any Canadian Parks Business employees, unless in each reportcase Parent obtains the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) unreasonably interfere with the business of the Companies or any Company Subsidiary or the Canadian Parks Business conducted at such other information concerning property, (iii) damage any property or any portion thereof, or (iv) perform any procedure or investigation (including any environmental investigation or study) without Seller's prior written consent (which consent shall not be unreasonably withheld or delayed). Parent shall schedule and coordinate all inspections with Seller and shall give Seller at least three (3) Business Days prior written notice thereof, setting forth the Company's business as Buyer inspection or materials that Parent or its representatives intend to conduct. No investigation made by Purchaser, its employees and representatives shall reasonably request; provided that no investigation affect the representations, warranties and agreements made by Seller pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treatAgreement, and each such representation, warranty and agreement shall cause the Buyer Representatives to treat, all survive any such materials and information investigation in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure this Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other . All information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation obtained pursuant to this Section 4.1 5.2 shall amend continue to be governed by the Confidentiality Agreement. Seller agrees, and agrees to cause CBS and its Subsidiaries and their respective employees and representatives, from and after the Closing until the third anniversary thereof to keep confidential, not disclose to third parties and not use for its own business benefit all nonpublic information in their possession regarding the Companies, the Company Subsidiaries and the Canadian Park Business; provided, however that CBS and its Subsidiaries and their respective representatives will not be required to maintain as confidential any information that (i) becomes generally available to the public other than as result of disclosure (A) by Seller, its Affiliates or modify any representations of their respective representatives or warranties made herein (B) to the Knowledge of Seller, by any other Person in violation of a duty of confidentiality owed to the Companies and/or any of their respective Affiliates, or (ii) is required to be disclosed pursuant to applicable Law or the conditions rules of any securities exchange and prior to such required disclosure, Seller provides reasonable advance notice to the obligations Companies and reasonable assistance in obtaining confidential treatment of such information. At the respective parties to consummate the transactions contemplated hereby. Closing, Seller and GST shall treatshall, and shall cause its Affiliates to, assign to Purchaser, to the Seller Representative to treat, all such materials and information in accordance with the terms and conditions extent assignable without consent of the Non-Disclosure Agreementother party thereto, their respective rights under any confidentiality agreements with Persons other than Purchaser that were entered into in connection with, or relating to, a possible sale of any of the Companies, the Company Subsidiaries and the Canadian Park Business, their respective businesses or assets, including to the extent assignable, the right to enforce all terms of such confidentiality agreements.
Appears in 1 contract
Samples: Purchase Agreement (Cedar Fair L P)
Access to Information. From the date of this Agreement until the Closing Date, the Company shall give Purchaser and its Representatives reasonable access, upon reasonable advance notice (which in no event shall be less than twenty-four (24) hours’ notice) and during normal business hours, to the offices, facilities, books and records and Assets of the Company and its Subsidiaries, and shall make the officers and employees of the Company and the Subsidiaries available to Purchaser and its Representatives as they may from time to time reasonably request and shall furnish Purchaser during such period with all such information relating to the Company and its Subsidiaries as Purchaser may from time to time reasonably request; provided, however, that the Company will not be required to provide access or to disclose any information to Purchaser if such access or disclosure would (a) GST and Seller shall cause unreasonably interrupt the Company normal course of business, (b) be reasonably likely to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) result in any waiver of attorney-client privilege or (ii) violate any Laws, or (c) cause significant competitive harm to the Company or its Subsidiaries if the Transactions are not consummated. Without limiting the generality of the foregoing, the Company shall provide to Purchaser (A) when available, a copy of each report, schedule and other document filed the EY Cash Tax Model Procedures Memorandum being prepared by it with Ernst & Young for the SEC in connection with the transactions contemplated by this Agreement or that Company (subject to any customary requirements Ernst & Young may have as a material effect condition to sharing such report) and a copy of the consolidated audited financial statements of the Company for 2019; and (B) on its businessesa weekly basis from and after the date hereof until the Closing Date, the twenty-six week cash flow forecast prepared by the Company’s principal financial officer in the ordinary course of business consistent with past practices. During any visits to any offices or facilities owned or leased by the Company, Purchaser shall comply, and (ii) such other information concerning shall cause its Representatives to comply, with all safety, health, and security rules applicable to the premises being visited. The Company shall have the right to have a Representative present at all times during any inspections, interviews, and examinations conducted at the offices or facilities owned or leased by the Company's business as Buyer . Notwithstanding anything to the contrary in this Section 6.1, Purchaser shall reasonably request; not sample or analyze any soil, groundwater, other environmental media, or building material without the prior written Consent of the Company. The Seaspan Parties shall, and shall cause their Representatives to, treat and hold strictly confidential any information provided that no investigation or obtained pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information 6.1 in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Confidentiality Agreement.
Appears in 1 contract
Samples: Acquisition Agreement (Seaspan CORP)
Access to Information. (a) GST From the date hereof until the Closing Date, Seller and Seller shall cause the Company to afford to Buyer and, on a need to know basisits Subsidiaries will (i) give Buyer, its accountants, counsel, financial advisors consultants, engineers, advisors, agents and other representatives (the "Buyer Representatives") full reasonable access during normal business hours throughout the period prior to the Closing Date to all of its offices, properties, booksfacilities, contracts, commitments books and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly of Seller and its Subsidiaries relating to the Buyer or Buyer Representatives Business, (iii) a copy of each reportfurnish to Buyer, schedule its accountants, counsel, consultants, engineers, advisors, agents and other document filed by representatives such financial and operating data and other information relating to the Business (including for purposes of determining the allocations described in Section 2.06(b) and 2.06(c)) as such Persons may reasonably request, (iii) permit Buyer to make such inspections and to make copies of such books and records as it may reasonably require, (iv) consult with Buyer, at Buyer’s reasonable request, regarding the SEC in connection with operation of the transactions contemplated by this Agreement or that may have a material effect on its businessesBusiness, and (iiv) such instruct its employees to cooperate with Buyer and its accountants, counsel, consultants, engineers, advisors, agents and other information concerning representatives in their investigation of the Company's business as Buyer shall reasonably request; provided that no Business. Any investigation pursuant to this Section 4.1 shall amend be conducted in such manner as not to unreasonably disrupt the normal operations of Seller or modify any representations of its Subsidiaries. Nothing in this Agreement shall require Seller or warranties made herein any of its Subsidiaries to disclose to Buyer or its representatives any confidential information that Seller or any of its Subsidiaries is advised by counsel it is prohibited from disclosing to Buyer pursuant to applicable law or contract (other than a contract associated with the Business) or the conditions disclosure of which would impair protection afforded by a lawful privilege, provided that Seller or such Subsidiary of Seller shall provide Buyer with a detailed summary of the contents of such records to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance extent not inconsistent with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")foregoing.
(b) Buyer shall On and after the Closing Date, Seller will afford GST and Seller andpromptly to Buyer, on a need to know basis, its Affiliates or any of their respective officers, directors, employees, accountants, counsel, financial advisors consultants, engineers, advisors, agents and other representatives reasonable access to examine and make copies of its books of account, financial and other records (the "Seller Representatives") full access during normal business hours throughout the period prior including accountant’s work papers), information, employees and auditors to the Closing Date extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose relating to the Business (including for purposes of determining the allocations described in Section 2.06(b) and 2.06(c)); provided that any such access shall not unreasonably disrupt the normal operations of Seller or any of its Affiliates. Buyer shall bear all of the respective propertiesout-of-pocket costs and expenses (including attorneys’ fees but excluding reimbursement for general overhead, books, contracts, commitments salaries and records (including, but not limited to, tax returnsemployee benefits) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC reasonably incurred in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated herebyforegoing. Seller and GST shall treatwill direct its employees to render any assistance which Buyer may reasonably request in examining or utilizing documents, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementeither written or electronic.
Appears in 1 contract
Access to Information. (a) GST During the Pre-Closing Period, the Seller shall, and Seller shall cause its Affiliates (in respect of the Business), the Business, the Holding Companies and the Company Subsidiaries and its and their Representatives to, (i) give the Purchaser and its Representatives (and any Debt Financing Sources and their Representatives), upon reasonable advance written notice, reasonable access to afford to Buyer and(and copies of) the books and records (including work papers, on a need to know basis, its accountants, counsel, financial advisors schedules memoranda and other representatives documents) and reasonable access to the personnel, Assets and other facilities and properties of or relating to the Business, Holding Companies or Company Subsidiaries as reasonably necessary for the transition of the Business to the Purchaser or the consummation of the transactions contemplated hereby or by the Ancillary Agreements (including the "Buyer Representatives"Debt Financing and Estimated Closing Statement); provided that the Purchaser shall not be permitted to (A) full access any IT and Data, IT Equipment or any data stored thereon nor (B) conduct any environmental sampling or physical analysis without the advance written consent of the Seller, which consent may be withheld, conditioned or delayed in the Seller’s sole discretion, and without executing a customary access agreement in respect thereto; and (ii) provide to the Purchaser copies of the monthly financial reporting package of the Business, Holding Companies and Company Subsidiaries that is provided to the Seller and its lenders in the Ordinary Course of Business as promptly as practicable, and in any event within 20 days of the end of a calendar month; provided that such monthly financial reporting packages shall be “Confidential Information” as such term is defined under the Confidentiality Agreement. Any such access shall be conducted (i) in a manner that complies with Section 6.03 and any applicable COVID-19 Measures and applicable Law, and (ii) during normal business hours throughout in a manner that does not unreasonably interfere with the period prior normal operations of the businesses of the Seller, the Holding Companies or the Company Subsidiaries.
(b) Notwithstanding the foregoing, neither the Seller nor any of its Subsidiaries shall have any obligation to make available to the Closing Date to all of Purchaser or its propertiesRepresentatives, booksor provide the Purchaser or its Representatives with, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each reportany consolidated, schedule and other document combined or unitary Tax Return filed by it with the SEC in connection with Seller or any of its Affiliates (other than Tax Returns that include only the Holding Companies and Company Subsidiaries) or predecessors or any related material, or (ii) any information if making such information available would (A) jeopardize any attorney-client or other legal privilege, (B) contravene any applicable Law or legal obligation (including any confidentiality agreement to which the Seller or any of its Affiliates is a party) or (C) cause significant competitive harm to the Seller or its Affiliates if the transactions contemplated by this Agreement or are not consummated; provided that, to the extent such information is not available to the Purchaser for a reason described in the foregoing clauses (ii)(A)-(ii)(C), the Seller shall reasonably cooperate with the Purchaser to find alternative methods to provide the Purchaser with such information in a manner that may have a material effect on its businesseswould not result in any of the outcomes described in the foregoing clauses (ii)(A)-(ii)(C).
(c) During the Pre-Closing Period, without the prior written consent of the Seller (such consent not to be unreasonably withheld), Purchaser shall not, and (ii) such other information shall cause its Affiliates and its Representatives not to, contact any known vendor, supplier, landlord or customer of the Business, Holding Companies or Company Subsidiaries concerning this Agreement and the Company's business as Buyer shall reasonably requestAncillary Agreements or the transactions contemplated hereby or thereby; provided that no this subclause (c) shall not prohibit contacts in the Purchaser’s and its Affiliates’ Ordinary Course of Business.
(d) No investigation or access to information by Purchaser of the Seller, Business, Holding Companies, Company Subsidiaries or otherwise, pursuant to this Section 4.1 shall amend 6.02 or otherwise, will affect or be deemed to modify or waive any representations representation, warranty, covenant, agreement, obligation or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information condition in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Ancillary Agreement.
Appears in 1 contract
Access to Information. (a) GST From the date hereof until the Closing, upon reasonable notice, each party and Seller shall cause their respective Affiliates and their respective officers, directors, employees, agents, accountants and counsel shall: (i) afford the Company to afford to Buyer andofficers, on a need to know basisemployees and authorized agents, its accountants, counsel, financial advisors financing sources and representatives of the other representatives (the "Buyer Representatives") full access party reasonable access, during normal business hours throughout the period prior hours, to the Closing Date to all of its properties, booksoffices, contractsother facilities, commitments books and records (includingof such party and its Affiliates and to those officers, but not limited todirectors, tax returns) andemployees, during agents, accountants and counsel of such periodparty and its Affiliates who have any knowledge relating to such party, shall furnish promptly to the Buyer its Affiliates or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, properties and (ii) furnish to the officers, employees and authorized agents, accountants, counsel, financing sources and representatives of the other party such additional financial and operating data and other information concerning regarding it and its Affiliates properties as the Company's business as Buyer shall other party may from time to time reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, for a period of seven years after the Closing, the Purchaser shall afford GST (i) retain the books and records of the Seller and, on a need and the Seller Subsidiaries which are transferred to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period Purchaser pursuant to this Agreement relating to periods prior to the Closing Date to all in a manner reasonably consistent with the prior practices of the respective properties, books, contracts, commitments Seller and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, Subsidiaries and (ii) upon reasonable notice, afford the officers, employees and authorized agents and representatives of the Seller reasonable access (including the right to make, at the Seller's expense, photocopies), during normal business hours, to such books and records.
(c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser after the Closing or for any other information concerning Buyer's business as GST and reasonable purpose, for a period of seven years following the Closing, the Seller shall reasonably request; provided that no investigation (i) retain all books and records of the Seller, and the Seller Subsidiaries which are not transferred to the Purchaser pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein Agreement and which relate to the Seller, the Seller Subsidiaries, or the conditions Seller Properties for periods prior to the obligations Closing and which shall not otherwise have been delivered to the Purchaser (including, without limitation, employee files relating to the employees of the respective parties to consummate Seller Subsidiaries which are not being acquired by the transactions contemplated hereby. Seller Purchaser) and GST shall treat(ii) upon reasonable notice, afford the officers, employees and shall cause the Seller Representative to treat, all such materials authorized agents and information in accordance with the terms and conditions representatives of the Non-Disclosure AgreementPurchaser, reasonable access (including the right to make photocopies at the expense of the Purchaser), during normal business hours, to such books and records.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dutch Institutional Holding Co Inc)
Access to Information. (a) GST Buyers agrees that they shall preserve and keep all pre-Closing records of the Purchased Assets in their possession in compliance with Buyers’ established records retention policies, and Sellers shall be permitted to retain copies of same. Sellers agree that they shall preserve the records held by Sellers relating to the Business for a period of seven (7) years commencing on the Closing Date. Buyers and Sellers agree that each shall make such records and personnel available to the other as may be reasonably required in connection with, among other things, any insurance claims by, legal proceedings against (other than legal proceedings by any Seller shall cause against any Buyer or vice versa) or governmental investigations involving, any Buyer or any Seller or any of their Affiliates or in order to enable any Buyer or any Seller to comply with their respective obligations under this Agreement and the Company other Transaction Documents. If any Seller or any Buyer wishes to afford destroy (or permit to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives"be destroyed) full access during normal business hours throughout the period any such records prior to the end of the seven-year period described above or, in the case of any Buyer, the applicable period(s) specified by its established records retention policies, such Party shall first give 90 days prior written notice to the other and such other Party will have the right at its option and expense, upon prior written notice given to such Party within that 90 day period, to take possession of such records within 180 days after the date of such notice.
(b) Between the date of this Agreement and Closing, Sellers will cooperate in all reasonable respects with the Buyer Parties to identify measures required to be taken by the Buyer in order to be able to continue the Business uninterrupted.
(c) For the purpose of facilitating post-Closing Date integration of the Business, and to all of its propertiesthe extent that it does not interfere with Sellers' ordinary Business in such period and always in accordance with applicable Laws, the Sellers will afford to the Buyer Parties and their representatives, at Buyer's sole risk and expense:
(i) reasonable access to the Purchased Assets and relevant books, contractsrecords and documentation, commitments key employees, directors and records representatives. During such period, Sellers will make available to a reasonable number of Buyer Party representatives adequate office space and facilities at the principal office facilities of KNAC INC and KNAC LTD;
(includingii) the right for the Buyer Parties in cooperation with the Sellers to arrange and conduct townhall meeting with relevant employees in order to inform about its future intentions with the Business following Closing;
(iii) the right for the Buyer Parties and their representatives to make financial, but not limited to, tax returnsenvironmental and physical assessments of the Purchased Assets and the assets owned by KNAC LTD (including the Owned Real Property) and, during in connection therewith, the right to enter and inspect such periodPurchased Assets and the assets owned by KNAC LTD (including the Owned Real Property). Sellers shall be provided not less than 48 hours prior notice of such activities, and the Sellers’ representatives shall furnish promptly have the right to witness any such inspections and assessments. The Buyer Parties shall (and shall cause their representatives to) keep any data or information acquired by any such examinations and the results of any analyses of such data and information confidential and will not (and will cause their representatives not to) disclose any such data, information or results to any Person (other than Sellers) unless otherwise required by Law or regulation and then only after written notice to Sellers of the determination of the need for disclosure.
(d) Except as required by Law or regulation, the Buyer Parties and their representatives will not use any information obtained pursuant to this Section 6.11 for any purpose unrelated to the Buyer or Buyer Representatives (i) a copy consummation of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
Access to Information. (a) GST and From the date hereof until the Closing, upon reasonable notice, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel and shall cause the Company to Acquired Subsidiaries and each of the Seller's and the Acquired Subsidiaries' officers, directors, employees, agents, representatives, accountants and counsel to: (i) afford to Buyer andthe officers, on a need to know basisemployees, its agents, accountants, counsel, financial advisors financing sources and other representatives (of the "Buyer Representatives") full access Purchaser reasonable access, during normal business hours throughout the period prior hours, to the Closing Date to all of its offices, properties, booksplants, contractsother facilities, commitments books and records of the Seller relating to the Acquired Assets, the Assumed Liabilities and each Acquired Subsidiary and to those officers, directors, employees, agents, accountants and counsel of the Seller and of each Acquired Subsidiary who have any knowledge relating to the Seller, any Acquired Subsidiary or the Business, (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data, including, but not limited to, tax returnsinternal management reports and financial information, and other information regarding the assets, properties, liabilities and goodwill of the Seller, the Acquired Subsidiaries and the Business (or legible copies thereof) and, during such period, shall furnish promptly as the Purchaser may from time to time reasonably request and (iii) consult with the Purchaser on all matters outside the ordinary course of business of the Seller or any Acquired Subsidiary relating to the Buyer Seller's or Buyer Representatives (i) a copy of each reportany Acquired Subsidiary's business, schedule strategy and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businessesfinancing, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant including matters related to this Section 4.1 Agreement. The Purchaser shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, hold all such materials and information obtained hereunder in confidence in accordance with the terms provisions of the Confidentiality Letter, dated March 5, 2002, between the Seller and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST CNC (the "Non-Disclosure Confidentiality Agreement"). The parties hereto agree that no investigation by the Purchaser or its Affiliates or their representatives shall affect or limit the scope of the representations or warranties of the Seller contained in this Agreement or in any Ancillary Agreement delivered pursuant hereto or limit the liability for breach of any such representation or warranty.
(b) Buyer shall afford GST and Seller andAfter the Closing, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives may retain: (i) a copy any information relating to the Seller, the Excluded Subsidiaries, PCL, the Excluded Liabilities and the Excluded Assets, (ii) copies of each report, schedule information relating to the Seller and other document filed its Subsidiaries that is required by any of them with the SEC Seller in connection with the transactions contemplated Chapter 11 Case, the Bermuda Case, the Seller's Tax affairs or other matters reasonably determined by this Agreement or that may have a material effect on their respective businessesthe Seller, and (iiiii) such other information concerning Buyer's business as GST and the Purchaser will provide the Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or and/or its representatives, at the conditions to the obligations cost of the respective parties to consummate Seller, with copies of any information regarding the transactions contemplated hereby. Seller Acquired Assets, the Acquired Subsidiaries and GST shall treat, and shall cause the Business that may be reasonably requested by the Seller Representative to treat, all such materials and information in accordance connection with the terms and conditions of Chapter 11 Case, the Non-Disclosure AgreementBermuda Case, the Seller's Tax affairs or other matters for which such information may be reasonably requested by the Seller.
Appears in 1 contract
Samples: Share and Asset Purchase Agreement (Asia Global Crossing LTD)
Access to Information. Public Announcements -------------------------------------------
4.1 Access to Management, Properties and Records. --------------------------------------------
(a) GST and From the date of this Agreement until the final Closing Date, the Seller shall cause afford the Company to afford to Buyer andofficers, on a need to know basisattorneys, its accountants, counsel, financial advisors accountants and other authorized representatives (of the "Buyer Representatives") free and full access upon reasonable notice and during normal business hours throughout to all management personnel, offices, properties, books and records of the period prior Seller related to the Closing Date Stores, so that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, business, properties and affairs of the Seller with respect to the Stores, and the Buyer shall be permitted to make abstracts from, or copies of, all of its properties, books, contracts, commitments such books and records (including, but not limited to, tax returns) and, during such period, records. The Seller shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule such financial and operating data and other document filed by it with information as to the SEC in connection with Assets of the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning Seller as the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer shall afford GST If the Buyer, at its option and Seller andexpense, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the final Closing Date Date, elects to all of have a report or reports prepared by an engineer or other professional selected by the respective propertiesBuyer, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or certifying that the Seller Representatives real property associated with the Assets (i) a copy of each reportcomplies with all applicable federal, schedule state and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or local environmental and wetlands laws, rules and regulations and that may have a material effect on their respective businessesthere is not now, and never has been, manufacture, storage, or disposal of hazardous wastes at the real estate in violation of said laws, rules and regulations, (ii) such other information concerning Buyer's business as GST complies with all applicable building, health and fire codes, and subdivision control laws, rules and regulations, the Seller shall reasonably request; provided that no investigation pursuant cooperate with such engineer or professional to this Section 4.1 the extent necessary to prepare such reports, including, without limitation, providing such engineer or professional access to such real property and necessary records, and arranging interviews with employees of the Seller.
(c) The Seller shall amend or modify any representations or warranties made herein authorize the release to the Buyer of all files pertaining to the Seller with respect to the Stores, the Assets or the conditions to the obligations business or operations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treatheld by any federal, and shall cause the Seller Representative to treatstate, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreementcounty or local authorities, agencies or instrumentalities.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Coast Entertainment Corp)
Access to Information. (a) GST and Seller shall cause the Company to afford to Buyer and, on a need to know basis, its accountants, counsel, financial advisors and other representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior Prior to the date of this Agreement and the Closing Date to all of Date, Purchaser will be entitled, through its propertiesauthorized officers, books, contracts, commitments employees and records representatives (including, but not limited without limitation, its legal counsel, accountants, investment bankers and other representatives) (collectively, the “Purchaser Representatives”), to: (a) have reasonable access to Seller’s directors, tax returns) andofficers, during such periodemployees, shall furnish promptly agents, assets and properties, as well as all relevant books, records and documents of or relating to the Buyer or Buyer Representatives Business, (ib) a copy of each reportsuch information, schedule financial records and other document filed by it with the SEC in connection with documents relating to Seller as any Purchaser Representative may reasonably request, (c) make extracts and copies of any such books, records, documents and information and (d) have reasonable access to Seller’s accountants, auditors, customers and suppliers for consultation or verification of any information. In this regard, Purchaser shall have (at least read-only) remote 24/7 Internet access to Seller's accounting software and data; otherwise, Purchaser’s investigation and examination will be conducted during regular business hours, under reasonable circumstances and upon reasonable prior notice to Seller. Purchaser will not contact, directly or indirectly, any employee, customer or vendor of Seller to discuss the transactions contemplated by this Agreement Agreement, or that may have any other subject related thereto, without the prior written consent of Seller, which consent will not be unreasonably withheld, delayed or conditioned. At a material effect on its businessestime (within the thirty (30) calendar days immediately preceding the Closing) and place mutually agreeable to Purchaser and Seller, Seller shall arrange for face-to-face meetings between Purchaser and senior employees of Seller, and (ii) for group meetings between Purchaser and other employees of Seller, for the purpose of introducing such other information concerning the Company's business as Buyer employees to Purchaser. Seller shall reasonably request; provided that no investigation pursuant use commercially reasonable efforts to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials Persons to cooperate with Purchaser Representative(s) in such an investigation and information examination. No disclosure by Seller or Shareholders whatsoever during any investigation by Purchaser will in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure itself cure any breach of any warranty or representation of Seller or Shareholder set forth in this Agreement").
(b) Buyer shall afford GST and For a period of up to two (2) years after the Closing Date, Seller and, on has a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full right of access during normal business hours throughout the period prior to historical files and computer records relating to the Closing Date Business as reasonably necessary, in Seller's opinion, to all properly prepare or defend tax returns (including employment tax returns), or prepare for or defend a tax audit. Purchaser agrees to provide written notice to Seller of the respective properties, books, contracts, commitments location of the historical files and computerized records of Seller. During the two (including, but not limited to, tax returns2) of Buyer and its subsidiaries and, during such year access period, shall furnish promptly to GST historical files and Seller or the Seller Representatives (i) a copy computerized records of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant not be destroyed by Purchaser without first offering same to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure AgreementSeller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Precision Optics Corporation, Inc.)
Access to Information. (a) GST From and Seller shall cause after the Company date of this Agreement until the Closing Date, Ionatron shall, subject to afford any limitations imposed by any Governmental Authorization, Governmental Body, Government Contract or Government Bid (i) give the USHG Parties and the USHG Parties' employees, accountants and counsel (subject to Buyer andagreements by such persons to use and treat Confidential Information described in Subsection 5.4(c) subject to the restrictions set forth in Subsection 5.4(c)), on a need to know basis, its accountants, counsel, financial advisors full and other representatives (the "Buyer Representatives") full complete access upon reasonable notice during normal business hours throughout hours, to all officers, employees, offices, properties, agreements, records and affairs of Ionatron to perform its due diligence review of Ionatron; (ii) provide the period prior USHG Parties with all financial information of Ionatron that is distributed to the Closing Date to all officers and directors of its propertiesIonatron, books, contracts, commitments and records (including, but not limited to, tax returns) and, during the monthly internal financial statements prepared by Ionatron promptly upon distribution of such period, shall furnish promptly information to the Buyer or Buyer Representatives (i) a copy officers and directors of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, Ionatron; and (iiiii) provide copies of such other information concerning Ionatron as the Company's business as Buyer shall USHG Parties may reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement").
(b) Buyer From and after the date of this Agreement until the Closing Date, USHG shall afford GST (i) give Ionatron, the Ionatron Stockholders and Seller andtheir employees, on a need to know basis, their respective accountants, counsel, financial advisors accountants and other representatives (the "Seller Representatives") counsel full and complete access upon reasonable notice during normal business hours throughout the period prior hours, to all officers, employees, offices, properties, agreements, records and affairs of USHG and its Subsidiaries to perform its due diligence review of USHG and its Subsidiaries; (ii) provide Ionatron with all financial information of USHG and its Subsidiaries that is distributed to the Closing Date to all officers and directors of the respective propertiesUSHG, books, contracts, commitments and records (including, but not limited to, tax returnsthe monthly internal financial statements prepared by USHG promptly upon distribution of such information to the officers and directors of USHG; and (iii) provide copies of Buyer such information concerning USHG and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that Subsidiaries as Ionatron may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation .
(c) All confidential information of a party to which the other party obtains pursuant to this Section 4.1 5.4 shall amend or modify any representations or warranties made herein or deemed "Confidential Information" pursuant to that certain Mutual Confidentiality Agreement dated February 13, 2004 by and between USHG and Ionatron (the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure "Confidentiality Agreement").
Appears in 1 contract
Samples: Plan and Agreement of Merger (Us Home & Garden Inc)
Access to Information. (a) GST Upon reasonable advance notice, subject to applicable Law, including privacy Laws, antitrust Laws and Gaming Laws, the Seller Parties shall cause the Company to afford to Buyer andthe directors, on a need to know basisofficers, its employees, accountants, counsel, financial advisors agents, auditors and other authorized representatives (the "Buyer Representatives") full access of Purchaser reasonable access, during normal business hours throughout to the Seller Parties’ personnel and to the properties, books, statements, accounts, Contracts and records relating to the Acquired Entities, as well as to the Seller Parties’ internal auditors and outside auditors in order to allow for the audit of financial statements of the Acquired Entities; provided that any such access shall be conducted in a manner so as not to interfere unreasonably with the operation of any business by Seller or any of its Subsidiaries. Each of the Acquired Entities shall permit Purchaser’s senior officers to meet with its respective personnel who are responsible for its financial statements, its internal controls, and its disclosure controls and procedures to discuss such matters as Purchaser may deem reasonably necessary or appropriate for Purchaser to satisfy its obligations (if any) under SOXA post-Closing Date.
(b) Each of the Acquired Entities shall deliver to Purchaser promptly after they become available and, in any case, within fifteen (15) days after the end of each calendar month, an unaudited balance sheet of each of GNLV and GNELLC as of the end of such month and an unaudited statement of income of GNLV and GNELLC for the one (1) month period then ending and the period since December 31, 2004. Such balance sheets and statements of income shall be in the form currently prepared for management’s use. All such balance sheets and statements of income shall be prepared in accordance with the books of account and other financial records of the Acquired Entities in good faith by the management of the Acquired Entities based upon reasonable assumptions and consistent with past practice.
(c) Subject to Gaming Laws, the Seller Parties shall cause GNLV to deliver to Purchaser promptly after they become available and, in any case, within five (5) days after the end of each week, separate reports setting forth the gross gaming win of GNLV during such week. Such reports shall be prepared in good faith and derived from the books and records of GNLV.
(d) Subject to Gaming Laws, each of the Acquired Entities shall deliver to Purchaser monthly reports setting forth all hirings, terminations and resignations of its employees, the date of termination or resignation and the stated reason or cause (if known) for such termination or resignation within five (5) days after the end of each month beginning the month after the date of this Agreement.
(e) With respect to each Multiemployer Plan, Seller will make available to Purchaser complete, accurate and current copies of all material communications in respect thereof during the six (6) year period ending immediately prior to the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in accordance with the terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement")Governmental Entity.
(b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 4.1 shall amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and shall cause the Seller Representative to treat, all such materials and information in accordance with the terms and conditions of the Non-Disclosure Agreement.
Appears in 1 contract
