Common use of Breach of Representations and Warranties; Notification; Access to Information Clause in Contracts

Breach of Representations and Warranties; Notification; Access to Information. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. (a) From the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 10.1, Company will (i) confer with Parent and its respective Representatives, at such times as they may reasonably request, about operational and integration matters to the extent permitted by applicable Legal Requirements, and (ii) in the event of, and promptly after becoming aware of, the occurrence of or the pending or threatened occurrence of any event that would cause or constitute a breach of any of the representations and warranties in Article III, give written notice thereof to Parent and use commercially reasonable efforts to promptly remedy any such material breach or inaccuracy. Without limiting the generality of the foregoing, Company will promptly notify Parent after becoming aware of (i) any discussions or actions (of any type, preliminary or otherwise) relating to bankruptcy of Company, (ii) any complaints, investigations, or hearings (or communications indicating that any complaints, investigations, or hearings may be contemplated) of any Governmental Entity (for which Company has received written or oral notice), (iii) any loss of or damage to any material property owned by Company, (iv) any adverse change in material existing relationships with outside third parties (for which Company has received written or oral notice), (v) the institution or threat of any litigation that could affect Company, (vi) the failure of Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it in accordance with this Agreement, or (vii) any other matter that has resulted or would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (b) Company will afford Parent and its respective Representatives reasonable access during normal business hours during the period prior to the Effective Time to (i) Company’s properties, books, contracts, commitments, communications (including e-mail), and records, and (ii) all other information concerning the business, properties, and personnel of Company, as Parent may reasonably request that is necessary to complete the transactions contemplated hereby and prepare for an orderly transition of operations after the Effective Time. Company agrees to provide to Parent and its Representatives copies of monthly internal financial statements within ten (10) business days of completion of such month. No information or knowledge obtained in any investigation in accordance with this Section 5.3 or otherwise will affect or be deemed to modify any representation or warranty in this Agreement or the conditions to the obligations of Parent to consummate the Merger. Company will permit Parent’s Representatives to meet with the officers of Company responsible for the financial statements and internal controls of Company and its subsidiaries to discuss such matters as Parent may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations relating thereto. Notwithstanding the foregoing, Company shall not be required to provide any information that Company reasonably believes, after consultation with outside legal counsel, may not be provided pursuant to this Section 5.3(b) by reason of applicable Legal Requirements.

Breach of Representations and Warranties; Notification; Access to Information. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. (a) From Despite anything in this Agreement to the contrary, from the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 10.19.1, Company will (i) confer with Parent and its respective Representatives, at such times as they may reasonably request, about appropriate operational and integration matters to the extent permitted by applicable Legal Requirementslaw, and (ii) in the event of, and promptly after becoming aware of, the occurrence of or the pending or threatened occurrence of any event that would cause or constitute a breach of any of the representations and warranties in Article IIISection 3.1, give detailed written notice thereof to Parent and use commercially reasonable efforts to promptly remedy any such material breach or inaccuracy, and (iii) promptly notify Parent of any change in the normal course of any business, operations, or financial condition of Company or its assets or properties, or any emergency related thereto. Without limiting the generality of the foregoing, Company will promptly notify Parent after becoming aware of (iA) any discussions or actions (of any type, preliminary or otherwise) relating to bankruptcy of Company, (iiB) any complaints, investigations, or hearings (or communications indicating that any complaints, investigations, or hearings may be contemplated) of any Governmental Entity (for which Company has received written or oral notice), (iiiC) any loss of or damage to any material property owned by Company, (ivD) any adverse change in material existing relationships with outside third parties (for which Company has received written or oral notice), (vE) the institution or threat of any litigation that could affect Company, (viF) the failure of Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it in accordance with this Agreement, or (viiG) any other matter that has resulted or would reasonably be expected to could result, individually or in the aggregate, in a Company Material Adverse Effect. (b) Company will will, subject to applicable law, afford Parent and its respective Representatives reasonable access during normal business hours during the period prior to before the Effective Time to (i) Company’s properties, books, contracts, commitments, communications (including e-mail), and records, and (ii) all other information concerning the business, properties, and personnel of Company, as Parent may reasonably request that is necessary to complete the transactions contemplated hereby transaction and prepare for an orderly transition of operations after the Effective Time. Company agrees to provide to Parent and its Representatives copies of monthly internal financial statements within ten (10) business 30 days of completion of such month. No information or knowledge obtained in any investigation in accordance with this Section 5.3 or otherwise 4.2 will affect or be deemed to modify any representation or warranty in this Agreement or the conditions to the obligations of Parent to consummate the Merger. Company will permit Parent’s Representatives to meet with the officers of Company responsible for the financial statements and internal controls of Company and its subsidiaries to discuss such matters as Parent may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations relating thereto. Notwithstanding the foregoing, Company shall not be required to provide any information that Company reasonably believes, after consultation with outside legal counsel, may not be provided pursuant to this Section 5.3(b) by reason of applicable Legal Requirements.

Breach of Representations and Warranties; Notification; Access to Information. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. (a) From Notwithstanding the foregoing or anything contained herein to the contrary, from the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 10.19.1, Company will shall (ia) confer with Parent and its respective Representativesrepresentatives, at such times as they may reasonably request, about as to operational and integration matters to the extent permitted by applicable Legal Requirementslaw, and but not so as to prevent Company from conducting its business in the ordinary course; (iib) in the event of, and promptly after becoming aware of, the occurrence of or the pending or threatened occurrence of any event that would cause or constitute a breach of any of the representations and warranties set forth in Article IIISection 3.1, give detailed written notice thereof to Parent and use commercially reasonable efforts to promptly remedy any such material breach or inaccuracy; and (c) promptly notify the same of any change in the normal course of any business, operations, or financial condition of Company or its assets or properties, or any emergency related thereto which would result in a Company Material Adverse Effect. Without limiting the generality of the foregoing, Company will shall promptly notify Parent after becoming aware of (i) any discussions or actions (of any type, preliminary or otherwise) relating to bankruptcy of Company, ; (ii) any complaints, investigations, or hearings (or communications indicating that any complaints, investigations, or hearings the same may be contemplated) of any Governmental Entity (for which Company has received written or oral notice), ; (iii) any loss of or damage to any material property owned by Company, Company which has a Company Material Adverse Effect; (iv) the institution of any adverse change in material existing relationships with outside third parties (for which Company has received written or oral notice)litigation, (v) the institution or threat of any litigation that could affect Company, reasonably be expected to have a Company Material Adverse Effect; (vi) the failure of Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it in accordance with pursuant to this Agreement, or (vii) any other matter that has resulted or would reasonably be expected to result, individually or in the aggregate, result in a Company Material Adverse Effect. (b) Subject to appropriate restrictions on access to information that Company will determines in good faith to be proprietary, privileged or competitively sensitive and any applicable law that restricts Company from disclosing information related to Company’s employees or customers, Company shall, subject to applicable law, afford Parent and its respective Representatives Representatives, reasonable access during normal business hours during the period prior to the Effective Time to (i) Company’s properties, books, contracts, commitments, written communications (including e-mail), and records, and (ii) all other information concerning the business, properties, and personnel of Company, as Parent may reasonably request that is necessary to complete the transactions contemplated hereby transaction and prepare for an orderly transition of to operations after the Effective Time. Company agrees to provide to Parent and its Representatives copies of monthly internal financial statements within ten forty-five (1045) business days of completion of such month. No information or knowledge obtained in any investigation in accordance with pursuant to this Section 5.3 or otherwise will 4.2(b) shall affect or be deemed to modify any representation or warranty in this Agreement contained herein or the conditions to the obligations of Parent to consummate the Merger. Any access to Company’s properties shall be subject to Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing. Company will shall permit Parent’s Representatives representatives to meet meet, at such times as they may reasonably request (but not so as to prevent Company from conducting its business in the ordinary course), with the officers of Company responsible for the financial statements and internal controls of Company and its subsidiaries to discuss such matters as Parent may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations relating thereto. Notwithstanding the foregoing, Company shall not be required to provide any information that Company reasonably believes, after consultation with outside legal counsel, may not be provided pursuant to this Section 5.3(b) by reason of applicable Legal Requirements.

Breach of Representations and Warranties; Notification; Access to Information. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. (a) From the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 10.1, Company will (i) confer with Parent and its respective Representatives, at such times as they may reasonably request, about operational and integration matters to the extent permitted by applicable Legal Requirementslaw, and (ii) in the event of, and promptly after becoming aware of, the occurrence of or the pending or threatened occurrence of any event that would cause or constitute a breach of any of the representations and warranties in Article III, give written notice thereof to Parent and use commercially reasonable efforts to promptly remedy any such material breach or inaccuracy. Without limiting the generality of the foregoing, Company will promptly notify Parent after becoming aware of (i) any discussions or actions (of any type, preliminary or otherwise) relating to bankruptcy of Company, (ii) any complaints, investigations, or hearings (or communications indicating that any complaints, investigations, or hearings may be contemplated) of any Governmental Entity (for which Company has received written or oral notice), (iii) any loss of or damage to any material property owned by Company, (iv) any adverse change in material existing relationships with outside third parties (for which Company has received written or oral notice), (v) the institution or threat of any litigation that could affect Company, (vi) the failure of Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it in accordance with this Agreement, or (vii) any other matter that has resulted or would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effect. (b) Company will will, subject to applicable law, afford Parent and its respective Representatives reasonable access during normal business hours during the period prior to the Effective Time to (i) Company’s properties, books, contracts, commitments, communications (including e-mail), and records, and (ii) all other information concerning the business, properties, and personnel of Company, as Parent may reasonably request that is necessary to complete the transactions contemplated hereby and prepare for an orderly transition of operations after the Effective Time. Company agrees to provide to Parent and its Representatives copies of monthly internal financial statements within ten (10) business days of completion of such month. No information or knowledge obtained in any investigation in accordance with this Section 5.3 or otherwise will affect or be deemed to modify any representation or warranty in this Agreement or the conditions to the obligations of Parent to consummate the Merger. Company will permit Parent’s Representatives to meet with the officers of Company responsible for the financial statements and internal controls of Company and its subsidiaries to discuss such matters as Parent may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations relating thereto. Notwithstanding the foregoing, Company shall not be required to provide any information that Company reasonably believes, after consultation with outside legal counsel, may not be provided pursuant to this Section 5.3(b) by reason of applicable Legal Requirements.

Breach of Representations and Warranties; Notification; Access to Information. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. (a) From Despite anything in this Agreement to the contrary, from the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 10.1, 9.1 Company will (i) confer with Parent and its respective Representatives, at such times as they may reasonably request, about operational and integration matters to the extent permitted by applicable Legal Requirementslaw, and (ii) in the event of, and promptly after becoming aware of, the occurrence of or the pending or threatened occurrence of any event that would cause or constitute a breach of any of the representations and warranties in Article IIISection 3.1, give detailed written notice thereof to Parent and use commercially reasonable efforts to promptly remedy any such material breach or inaccuracy. Without limiting the generality of the foregoing, Company will and (iii) promptly notify Parent after becoming aware of (i) any discussions or actions (of any typechange in the normal course of any business, preliminary or otherwise) relating to bankruptcy of Company, (ii) any complaints, investigationsoperations, or hearings (financial condition of Company or communications indicating that any complaints, investigationsits assets or properties, or hearings may be contemplated) of any Governmental Entity (for which Company has received written or oral notice), (iii) any loss of or damage to any material property owned by Company, (iv) any adverse change in material existing relationships with outside third parties (for which Company has received written or oral notice), (v) the institution or threat of any litigation that could affect Company, (vi) the failure of Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it in accordance with this Agreement, or (vii) any other matter that has resulted or would reasonably be expected to result, individually or in the aggregate, in a Company Material Adverse Effectemergency related thereto. (b) Subject to appropriate restrictions on access to information that Company will determines in good faith to be proprietary, or competitively sensitive and any applicable law that restricts Company from disclosing information related to Company’s employees or customers, Company will, subject to applicable law, afford Parent and its respective Representatives reasonable access during normal business hours during the period prior to before the Effective Time to (i) Company’s properties, books, contracts, commitments, communications (including e-mail), and records, and (ii) all other information concerning the business, properties, and personnel of Company, as Parent may reasonably request that is necessary to complete the transactions contemplated hereby transaction and prepare for an orderly transition of operations after the Effective Time. Company agrees to provide to Parent and its Representatives copies of monthly internal financial statements within ten (10) business 30 days of completion of such month. No information or knowledge obtained in any investigation in accordance with this Section 5.3 or otherwise 4.2 will affect or be deemed to modify any representation or warranty in this Agreement or the conditions to the obligations of Parent to consummate the Merger. Any access to Company’s properties will be subject to Company’s reasonable security measures and insurance requirements and will not include the right to perform any “invasive” testing. Company will permit Parent’s Representatives to meet with the officers of Company responsible for the financial statements and internal controls of Company and its subsidiaries to discuss such matters as Parent may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations relating thereto. Notwithstanding the foregoing, Company shall not be required to provide any information that Company reasonably believes, after consultation with outside legal counsel, may not be provided pursuant to this Section 5.3(b) by reason of applicable Legal Requirements.

Breach of Representations and Warranties; Notification; Access to Information. CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. (a) From the date hereof to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 10.19.1 hereof, Company will (i) confer with Parent and its respective Representatives, at such times as they may reasonably request, about operational and integration matters to the extent permitted by applicable Legal Requirementslaw, and (ii) in the event of, and promptly after becoming aware of, the occurrence of or the pending or threatened occurrence of any event that would cause or constitute a breach of any of the representations and warranties in Article IIISection 3.1, give detailed written notice thereof to Parent and use commercially reasonable efforts to promptly remedy any such material breach or inaccuracy. Without limiting the generality of the foregoing, Company will promptly notify Parent after becoming aware of (iA) any discussions or actions (of any type, preliminary or otherwise) relating to bankruptcy of Company, (iiB) any complaints, investigations, or hearings (or communications indicating that any complaints, investigations, or hearings may be contemplated) of any Governmental Entity (for which Company has received written or oral notice), (iiiC) any loss of or damage to any material property owned by Company, (ivD) any adverse change in material existing relationships with outside third parties (for which Company has received written or oral notice), (vE) the institution or threat of any litigation that could affect Company, (viF) the failure of Company to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it in accordance with this Agreement, or (viiG) any other matter that has resulted or would reasonably be expected to could result, individually or in the aggregate, in a Company Material Adverse Effect. (b) Subject to appropriate restrictions on access to information that Company will determines in good faith to be proprietary, or competitively sensitive and any applicable law that restricts Company from disclosing information related to Company’s employees or customers, Company will, subject to applicable law, afford Parent and its respective Representatives reasonable access during normal business hours during the period prior to the Effective Time to (i) Company’s properties, books, contracts, commitments, communications (including e-mail), and records, and (ii) all other information concerning the business, properties, and personnel of Company, as Parent may reasonably request that is necessary to complete the transactions contemplated hereby Transactions and prepare for an orderly transition of operations after the Effective Time. Company agrees to provide to Parent and its Representatives copies of monthly internal financial statements within ten (10) business 30 days of completion of such monthmonth (which monthly statements will be subject to audit adjustment, including audit adjustments for FASB Statement No. 123R, “Accounting for Stock-Based Compensation”, FASB Statement No. 109, “Accounting for Income Taxes”, FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, FASB Statement No. 157, “Fair Value Measurements” and EITF Issue No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”). No information or knowledge obtained in any investigation in accordance with this Section 5.3 or otherwise 4.2 will affect or be deemed to modify any representation or warranty in this Agreement or the conditions to the obligations of Parent to consummate the Merger. Any access to Company’s properties will be subject to Company’s reasonable security measures and insurance requirements and will not include the right to perform any “invasive” testing. Company will permit Parent’s Representatives to meet with the officers of Company responsible for the financial statements and internal controls of Company and its subsidiaries to discuss such matters as Parent may deem reasonably necessary or appropriate to satisfy its obligations under Section 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 and any rules and regulations relating thereto. Notwithstanding the foregoing, Company shall not be required to provide any information that Company reasonably believes, after consultation with outside legal counsel, may not be provided pursuant to this Section 5.3(b) by reason of applicable Legal Requirements.