Access to Records; Confidentiality. (a) Between the date hereof and the Closing, the APL Parties shall, and shall cause their Affiliates to, give the WFSG Parties and their authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the financial, title, tax, corporate and legal materials and operating data, records and information relating to the Subject Entities, the Appalachian Assets, the Appalachian Business and the businesses and operations of the APL Parties and their Affiliates related thereto, including the work papers used or created by the APL Parties or their representatives in connection with the preparation of the Audited Statement of Assets and Liabilities, and shall furnish to the WFSG Parties such other information as they may reasonably request; provided that, with respect to any such data, records and information that is in electronic form, the APL Parties shall use commercially reasonable efforts to make such data, records and information (including the Records) available to the WFSG Parties in formats that are acceptable to them; and, provided, further, that the WFSG Parties shall not contact clients, customers, suppliers or lenders of the APL Parties or their Affiliates without the prior consent of the APL Parties (which consent shall not be unreasonably withheld or delayed). The WFSG Parties shall, and shall cause their representatives to, comply fully with all rules, regulations, policies and instructions reasonably issued by the APL Parties or their Affiliates and provided to the WFSG Parties regarding such Person’s actions while upon, entering or leaving any property. The WFSG Parties shall not, and shall cause their representatives not to, unreasonably interfere with the day-to-day operations of the businesses of the APL Parties and their Affiliates in conducting any due diligence activities. The APL Parties shall have the right to have a representative present at all times of any inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of the APL Parties or their Affiliates.
(b) The WFSG Parties shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement, dated October 23, 2008, by and among Atlas Holdings of Delaware LP, APL and Xxxxxxxx Partners GP LLC, a Delaware limited liability company, as amended (the “Confidentiality Agreement”).
Access to Records; Confidentiality. 5.4.1 During the period from the date of this Agreement to the Closing Date, Buyer and the Company shall each permit the other party and its respective representatives, agents and designees reasonable access to its properties and those of its subsidiaries, and shall disclose and make available to them all books, papers and records relating to the assets, stock, ownership, properties, operations, obligations and liabilities of it and its subsidiaries, including, but not limited to, all books of accounts (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Buyer or the Company, as the case may be, may have an interest.
5.4.2 All information furnished by Buyer to the Company and by the Company to Buyer pursuant hereto shall be treated as the sole property of the party furnishing the information and, if the Stock Exchange shall not occur, the party receiving the information shall return to the party furnishing the information, all documents (in whatever form, including electronic) or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall not apply to (i) any information which: (w) the party receiving the information can establish was already in its possession prior to the disclosure thereof by the party furnishing the information; (x) was then generally known to the public; (y) became known to the public through no fault of the party receiving the information; or (z) was disclosed to the party receiving the information by a third party not bound by an obligation of confidentiality or (ii) disclosures in accordance with an order of a court of competent jurisdictions.
Access to Records; Confidentiality. A. The REINSURER, or its duly authorized representatives, shall have access at any reasonable time during regular business hours, to all records of the CEDING COMPANY, including the right to photocopy and retain copies of documents that reasonably pertain in any way to this Agreement. Books and records shall be maintained in accordance with prudent standards of insurance company record keeping and must be retained for a period of at least three (3) years after the final settlement date. Within one hundred and fifty (150) days following the end of each calendar year, the CEDING COMPANY and the REINSURER shall provide each other with copies of their respective audited financial statements.
B. The CEDING COMPANY and the REINSURER may come into the possession or knowledge of Confidential Information of the other in fulfilling obligations under this Agreement. Each party agrees to hold such Confidential Information in the strictest confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by each of them or by any of their employees to third parties of any kind, other than attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, except by advance written authorization by an officer of the authorizing party; provided, however, that either party will be deemed to have satisfied its obligations as to the Confidential Information by protecting its confidentiality in the same manner that the party protects its own proprietary or confidential information of like kind, which shall be at least a reasonable manner.
Access to Records; Confidentiality. (a) Between the Execution Date and the Closing, the Sellers shall give Buyer and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the Water Assets, including the Water Records and any financial, title, tax, corporate and legal materials and operating data, records and information relating to the Water Business and such other information as it may reasonably request (including the performance of a Phase I Environmental Site Assessment in accordance with the American Society for Testing and Materials (A.S.T.M.) Standard Practice Environmental Site Assessments: Phase I Environmental Site Assessment Process (Publication Designation: E1527-13)); provided that Buyer shall not (i) contact clients, customers, suppliers or lenders of the Sellers with respect to the transactions contemplated hereby or (ii) except as set forth on Schedule 6.2(a), perform any sampling, boring, operation of equipment, or other invasive or subsurface activity with respect to the Water Assets, without the prior written consent of HFS, which consent can be withheld in HFS’s sole discretion. Sellers shall reasonably cooperate with Buyer and its representatives in performing any confirmatory due diligence with respect to the Water Business. Any such sampling shall be performed by a qualified technical consultant with commercially reasonable insurance coverage. In connection with the access described herein, Buyer shall, and shall cause its representatives to, (A) comply fully with all Laws, (B) comply fully with all rules, regulations, policies and instructions reasonably issued by any Seller and provided to Buyer regarding such Person’s actions while upon, entering or leaving any property and (C) and at Buyer’s sole cost, risk, and expense, restore the Water Assets to their condition prior to the commencement of such access. Buyer shall not, and shall cause its representatives not to, unreasonably interfere with the day-to-day operations of the businesses of the Sellers in conducting any due diligence activities. The Sellers shall have the right to have one or more representatives present at all times of any inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of the Sellers.
(b) Buyer hereby agrees to defend, indemnify and hold harmless each of the HFS Indemnified Parties from and against any and all Liabilities attributable to personal injury, death or physical prop...
Access to Records; Confidentiality. A. The REINSURER, or its duly authorized representatives, shall have access at any reasonable time during regular business hours, to all records of the CEDING COMPANY, including the right to photocopy and retain copies of documents that reasonably pertain in any way to this Agreement. Books and records shall be maintained in accordance with prudent standards of insurance company record keeping and must be retained for a period of at least three (3) years after the final settlement date. Within one hundred and fifty (150) days following the end of each calendar year, the CEDING COMPANY and the REINSURER shall provide each other with copies of their respective audited financial statements.
B. The CEDING COMPANY and the REINSURER may come into the possession or knowledge of Confidential Information of the other in fulfilling obligations under this Agreement. Each party agrees to hold such Confidential Information in the strictest confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by each of them or by any of their employees to third
Access to Records; Confidentiality. A. The REINSURER, or its duly authorized representatives, shall have access upon 10 days’ advanced written notice and at any reasonable time during regular business hours, to all records of the CEDING COMPANY, including the right to photocopy and retain copies of documents that reasonably pertain in any way to this Agreement. Books and records shall be maintained in accordance with prudent standards of insurance company record keeping and must be retained for a period of at least three (3) years after the final settlement date. Within one hundred and fifty (150) days following the end of each calendar year, the CEDING COMPANY and the REINSURER shall provide each other with copies of their respective audited financial statements.
B. The CEDING COMPANY, or its duly authorized representatives, shall have access upon 10 days’ advanced written notice and at any reasonable time during regular business hours, to the accounting records, and any signed contractual documentation between the CEDING COMPANY and the REINSURER that have been maintained by the REINSURER in the ordinary course of the REINSURER’S business.
C. The CEDING COMPANY and the REINSURER may come into the possession or knowledge of Confidential Information of the other in fulfilling obligations under this Agreement. Each party agrees to hold such Confidential Information in the strictest confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by each of them or by any of their employees to unaffiliated third parties of any kind, other than attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, except by advance written authorization by an officer of the authorizing party; provided, however, that either party will be deemed to have satisfied its obligations as to the Confidential Information by protecting its confidentiality in the same manner that the party protects its own proprietary or confidential information of like kind, which shall be at least a reasonable manner. Subject to the exclusion provided in Paragraph D, below, “Confidential Information” means:
(1.) any information or knowledge about each party’s products, processes, services, finances, customers, research, computer programs, marketing and business plans and/or claims management practices; and
(2.) any non-public personal information such as medical or other personal, individually identifiable i...
Access to Records; Confidentiality. A. The REINSURER, or its duly authorized representative, shall have free access at all reasonable times during and after the currency of this agreement, to books and records maintained by any of the division, department and branch offices of the CEDING COMPANY which are involved in the subject matter of this Agreement and which pertain to the reinsurance provided hereunder and all claims made in connection therewith. [redacted]
B. The CEDING COMPANY and the REINSURER may come into the possession or knowledge of Confidential Information of the other in fulfilling obligations under this Agreement. Each party agrees to hold such Confidential Information in the strictest confidence and to take all reasonable steps to ensure that Confidential Information is not disclosed in any form by any means by each of them or by any of their employees to third parties of any kind, other than attorneys, accountants, reinsurance intermediaries, consultants or retrocessionaires having an interest in such information, except by advance written authorization by an officer of the authorizing party; provided, however, that either party will be deemed to have satisfied its obligations as to the Confidential Information by protecting its confidentiality in the same manner that the party protects its own proprietary or confidential information of like kind, which shall be at least a reasonable manner. Subject to the exclusion provided in Paragraph C, below, "Confidential Information" means:
Access to Records; Confidentiality. Provider, CHP, and DSH, during and after the term of this Agreement, shall keep any data or information pertaining to diagnosis, treatment, or health of any Covered Patient confidential. Confidential data and information means any information in a form identifiable with the Covered Patient, including but not limited to Covered Patient medical records, quality improvement information, utilization review information, all statistical data, reports and standards obtained or accessed via hard copy, electronic medium, facsimile transmission or the internet based web-site of CHP.
(a) CHP and Provider agree that nothing in this Agreement shall be construed as a limitation of the Provider’s right or obligation to discuss with the Covered Patients matters pertaining to the Covered Patient’s health.
(b) Provider, CHP, or their employees or designated representatives shall comply with all applicable State and Federal laws, rules, regulations and the CHP policies and procedures concerning the confidentiality of Covered Patient identifiable data and information. Provider shall maintain and enforce policies and procedures to ensure that Covered Patient identifiable data and information remains confidential at all times.
(c) Provider acknowledges that access to the CHP on-line services system and the information therein is highly confidential. Provider also warrants that access to the CHP on-line services system is restricted to the persons authorized to access the system. Provider represents that no unauthorized person for which he/she is responsible shall at any time have access to said system. Any breach of this section will result in the loss of access to the system by the Subscribers covered under this Agreement.
Access to Records; Confidentiality. 5.8.1 During the period from the date of this Agreement to the Closing Date, Buyer and the Company shall each permit the other party and its respective representatives, agents and designees reasonable access to its properties and those of its subsidiaries, and shall disclose and make available to them all books, papers and records relating to the assets, stock, ownership, properties, operations, obligations and liabilities of it and its subsidiaries, including, but not limited to, all books of accounts (including the general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Buyer or the Company, as the case may be, may have an interest.
Access to Records; Confidentiality. (a) Between the date hereof and the Closing, the Parent Parties shall give JVP and its authorized representatives reasonable access, during regular business hours and upon reasonable advance notice, to the financial, title, tax, corporate and legal materials and operating data, records and information relating to the Haynesville Business, including the work papers used or created by the Parent Parties or their representatives, and shall furnish to JVP such other information as it may reasonably request; provided that, with respect to any such data, records and information that is in electronic form, the Parent Parties shall use commercially reasonable efforts to make such data, records and information (including the Records) available to JVP in formats that are acceptable to them; and, provided, further, that JVP shall not (a) contact clients, customers, suppliers or lenders of the Parent Parties with respect to the transactions contemplated hereby or (b) perform invasive or subsurface investigations of the real property comprising the Haynesville Assets, without the prior written consent of the Parent Parties (which consent shall not be unreasonably withheld or delayed). JVP shall, and shall cause its representatives to, comply fully with all rules, regulations, policies and instructions reasonably issued by the Parent Parties and provided to JVP regarding such Person’s actions while upon, entering or leaving any property. JVP shall not, and shall cause its representatives not to, unreasonably interfere with the day-to-day operations of the businesses of the Parent Parties in conducting any due diligence activities. The Parent Parties shall have the right to have a representative present at all times of any inspections, interviews, and examinations conducted at or on the offices or other facilities or properties of the Parent Parties.
(b) JVP hereby agrees to defend, indemnify and hold harmless each of the Parent Indemnified Parties from and against any and all Liabilities attributable to personal injury, death or physical property damage, or violations of Parent’s or its Affiliate’s rules, regulations or operating policies of which JVP or the JVP’s representatives and advisors had been informed, in each case arising out of, resulting from or relating to any field visit, environmental property assessment, or other due diligence activity conducted by JVP or any JVP’s representative or advisor with respect to the Haynesville Assets or Haynesville Business p...
