Confidentiality; Access Sample Clauses
Confidentiality; Access. (a) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, MetLife shall not, and shall cause the MetLife Group, their respective Affiliates and their respective officers, directors, employees, and other agents and representatives, including attorneys, agents, customers, suppliers, contractors, consultants and other representatives of any Person providing financing (collectively, “Representatives”), not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to any member of the Company Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any Company Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the Company Group under this Agreement or any Transaction Document, then the Company Confidential Information so used or disclosed shall be used only as required to perform such services. The MetLife Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the Company Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care.
(b) From and after the Separation, subject to Section 5.2(c) and except as contemplated by this Agreement or any Transaction Document, the Company shall not, and shall cause the Company Group, its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such Party or of its Affiliates who reasonably need to know such information in providing services to MetLife or any other member of the MetLife Group or use or otherwise exploit for its own benefit or for the benefit of any third party, any MetLife Confidential Information. If any uses or disclosures are made in connection with providing services to any member of the MetLife Group under this Agreement or any Transaction Document, then the MetLife Confidential Information so used or disclosed shall be used only as required to perform such services. The Company Group shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the MetLife Con...
Confidentiality; Access. (a) The Parties hereby agree to treat the contents of this Agreement, all nonpublic information obtained in connection with this Agreement and the Transactions as confidential in accordance with the terms of that certain Confidentiality Agreement between Cobham and Buyer, dated as of September 20, 2017 (the “Confidentiality Agreement”) which shall continue in full force and effect until the Closing Date, at which time the Confidentiality Agreement, and the obligations of the Parties under this Section 5.4, shall terminate and be of no further force or effect. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. The foregoing and the Confidentiality Agreement shall not prevent a Party from making any disclosure (x) as may be required by Law or the rules and regulations of any stock exchange (including, for the avoidance of doubt, the London Stock Exchange and NASDAQ) upon which the securities of the Sellers or Buyer, as applicable, or any of their respective Affiliates, are 54 listed, and in the event such disclosure is required, a Party may include such information as it customarily discloses with respect to similar transactions; and (y) as may be necessary or desirable in connection with any Governmental Filings. For the avoidance of doubt, the non-solicitation provision set forth in the Confidentiality Agreement shall not prevent Buyer from having discussions prior to Closing with respect to the Entity Employees solely regarding their roles with Buyer and the Conveyed Entities after the Closing.
(b) Subject to the Confidentiality Agreement and Section 5.4(a), from the date hereof until the Closing, or such earlier date on which this Agreement may be terminated in accordance with its terms, upon reasonable notice, the Sellers shall, and shall cause their respective Affiliates (including the Conveyed Entities) and each of its and their respective representatives to: (i) afford Buyer and its authorized representatives reasonable access to the officers, personnel, properties, Contracts, and Business Records of the Conveyed Entities and (ii) furnish to the authorized representatives of Buyer such additional financial and operating data and other information regarding the Conveyed Entities and their respective businesses and operations as Buyer and its authorized representatives may from time to time reasonably request; provided, however, that ...
Confidentiality; Access. The Confidentiality Agreement shall remain in full force and effect. Upon reasonable notice, each of Frankfort First and First Federal shall afford to the other’s officers, employees, accountants, legal counsel and other representatives access, during normal business hours, to all of its and its Subsidiaries’ properties, books, contracts, commitments and records; provided that Frankfort First and First Federal shall have the right to redact any information from such materials which relates to assessments, analyses or discussions of a possible Acquisition engaged in by it prior to the date of this Agreement, or which, relates to matters or issues concerning its evaluation of the Merger or its obligations under this Agreement, or that would impair its Board of Directors’ ability to discharge its fiduciary duties.
Confidentiality; Access. (a) The parties acknowledge that the Company and Parent (or one of Parent’s Affiliates) have previously executed that certain confidential disclosure agreement, dated October 30, 2017 (as amended, the “Confidentiality Agreement”). Except as may be required by applicable Law or any listing agreement with any applicable national securities exchange or pursuant to the terms and provisions of the Confidentiality Agreement, the parties will hold any information which is non-public in confidence in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties shall promptly return or destroy such information in accordance with the Confidentiality Agreement.
(b) Subject to applicable Law and upon reasonable notice, the Company shall afford Parent and its employees, attorneys, accountants, consultants and other representatives reasonable access, during normal business hours during the Pre-Closing Period, to its properties, books, contracts and records and appropriate individuals as Parent may reasonably request (including employees, attorneys, accountants, consultants and other professionals), and during such period, the Company shall furnish promptly to Parent such information concerning its business, properties and personnel as Parent may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that (i) any applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information to Parent, or (ii) such access would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In addition, any information obtained from the Company pursuant to the access contemplated by this Section 5.1(b) shall be subject to the Confidentiality Agreement. Any access to any of the Company’s facilities shall be subject to the Company’s reasonable security measures and insurance requirements. Notwithstanding anything the foregoing, any access to any Company offices shall be subject to the Company’s reasonable security measures and insurance requirements and the requirements of the applicable Leases and shall not include the right to perform any invasive testing or soil, air and groundwater sampling, including, any Phase I or Phase II environmental assessment.
Confidentiality; Access. The Confidentiality Agreement previously entered into between Bancorp and FMS shall remain in full force and effect. Upon reasonable notice, each party shall afford to the other’s officers, employees, accountants, legal counsel and other representatives access, during normal business hours, to all of its and its Subsidiaries’ properties, books, contracts, commitments and records; provided that FMS shall have the right to redact any information from such materials which relates to assessments, analyses or discussions of a possible Acquisition engaged in by it prior to the date of this Agreement, or which, relates to matters or issues concerning its evaluation of the Merger or its obligations under this Agreement, or that would impair its Board of Directors’ ability to discharge its fiduciary duties.
Confidentiality; Access. (a) The parties acknowledge that Target and Purchaser have previously executed a confidentiality agreement, dated as of August 11, 2011 (the “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.
(b) Subject to applicable Laws relating to the exchange of information prior to the Effective Time, from the date hereof until the Closing upon reasonable written notice delivered to Target by Purchaser, Target shall (a) afford Purchaser and its representatives reasonable access to and the right to inspect all of the real property, properties, assets, premises, books and records, Contracts and other documents and data related to Target during normal business hours; (b) furnish Purchaser and its representatives with such financial, operating and other data and information related to Target as Purchaser or any of its representatives may reasonably request; and (c) instruct the representatives of Target and to reasonably cooperate with Purchaser in its investigation of Target.
Confidentiality; Access. The Confidentiality Agreement shall remain in full force and effect, except that numbered paragraph 4 thereof ("Other Discussions") shall be superceded by this Agreement and of no further force and effect. Upon reasonable notice, each of First Northern and Mutual shall afford to the other's officers, employees, accountants, legal counsel and other representatives access, during normal business hours, to all of its and its Subsidiaries' properties, books, contracts, commitments and records; provided that First Northern and Mutual shall have the right to redact any information from such materials which relates to assessments, analyses or discussions of a possible Acquisition engaged in by it prior to the date of this Agreement, or which, relates to matters or issues concerning its evaluation of the Merger or its obligations under this Agreement, or that would impair its Board of Directors' ability to discharge its fiduciary duties.
Confidentiality; Access. The Confidentiality Agreement and the Access Agreement are hereby incorporated in this Agreement by reference, and Seller and Buyer agree to continue to be bound by the terms of such agreements binding on such parties, respectively.
Confidentiality; Access. (i) The Confidentiality Agreement and the Access Agreement Addendum are hereby incorporated in this Agreement by reference, and Seller and Buyer agree to continue to be bound by the terms of such agreements binding on such parties, respectively.
(ii) Buyer hereby agrees to indemnify, defend, and hold Seller and each of the other Seller Parties free and harmless from and against any and all Liabilities arising out of or resulting from the breach by Buyer of the terms of the Confidentiality Agreement or the Access Agreement Addendum, which indemnity shall survive each Closing (and not be merged therein) or any earlier termination of this Agreement.
Confidentiality; Access. 7.4.1 Unless and until the transactions contemplated hereby have been consummated, the Purchaser will, and will ensure that its representatives will, hold in strict confidence and not use in any way except in connection with the consummation of the transactions contemplated hereby, all confidential information obtained in connection, with the transactions contemplated hereby from the Majority Shareholders or from any of their representatives.
7.4.2 Upon reasonable notice and subject to applicable Laws relating to the exchange of information, the Majority Shareholders shall afford the Purchaser and its officers, employees, counsel, accountants and other authorized representatives, such access during normal business hours throughout the period prior to the Closing Date to the books, records (including credit files, Tax returns and work papers of independent auditors), properties, personnel of the Company and the Subsidiaries and to such other information as it may reasonably request and, during such period, the Majority Shareholders shall furnish promptly a copy of each material monthly, quarterly or annual report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws.
7.4.3 Subject to requirements of applicable Law, the Company shall permit a representative or representatives of the Purchaser to observe any meetings of the board of directors of the Company or any Subsidiary, any committees thereof, any internal meetings of any management committees of the Company or any of the Subsidiaries, and any meetings of management personnel with respect to material strategic issues or topics. To the extent practicable, the Company and the Subsidiaries shall give reasonable notice of any such meetings to the Purchaser.
7.4.4 No investigation by either party of the business and affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to either party's obligation to consummate the transactions contemplated by this Agreement.
7.4.5 Promptly following the date hereof, the Majority Shareholders shall use their reasonable best efforts to cause any person to whom they or the Company have provided documents, data or other materials relating to the Company or the Subsidiaries in connection with the consideration of any business combination involving the Company or the Subsidiaries to return or destroy any such documents...