Covenants Regarding Information Sample Clauses
The Covenants Regarding Information clause obligates one or both parties to provide certain information to the other party, either on a regular basis or upon request. This may include financial statements, operational updates, or other relevant documents necessary for monitoring compliance or assessing performance. By establishing clear expectations for information sharing, this clause ensures transparency and enables informed decision-making, thereby reducing the risk of misunderstandings or disputes.
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Covenants Regarding Information. (a) From the date hereof through the Closing Date, the Companies shall, and shall cause the Enhanced Entities to, afford the Buyer and its Representatives reasonable access (including for inspection and copying) upon reasonable notice, during normal business hours to the Representatives, properties, offices, plants and other facilities (but solely to the extent necessary and advisable, in the reasonable discretion of the Companies, given the ongoing COVID-19 pandemic), books and records of the Enhanced Entities, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request (in each case, in a manner so as to not unreasonably interfere with the normal business operations of the Enhanced Entities).
(b) On the Closing Date, the Companies shall deliver or cause to be delivered to the Buyer all original (and any and all copies of) agreements, documents, books and records, files and other information, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records, files and other information is stored, in any such case relating to the business and operations of the Enhanced Entities that are in the possession of or under the control of the Enhanced Entities. If any such computer disks, records, tapes or other storage medium contain information that does not relate to the business and operations of the Enhanced Entities, the Enhanced Entities shall either (i) transfer a complete copy of the information stored thereon that relates to the business and operations of the Enhanced Entities onto storage media that is delivered to the Buyer on the Closing Date and on or prior to the Closing Date permanently delete all such information from the existing computer disks, records, tapes or other storage medium that is retained by the Sellers or (ii) permanently delete and erase from such computer disks, records, tapes or other storage medium delivered to the Buyer all information that does not relate to the business and operations of the Enhanced Entities. Following the Closing Date, the Sellers shall not retain in their possession or under their control, in any form, any agreements, documents, books and records, files or other information, or any computer disks, records, tapes or any other storage medium that contains any agreements, documents, books and records, files and other information, relating to the business and operations of the Target En...
Covenants Regarding Information. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, upon reasonable notice, the Company and the Sellers shall afford the Buyer and its Representatives reasonable access to the personnel (subject to Section 6.14) properties, offices, plants and other facilities, books and records of the Company and the Business for any reasonable purpose related to this Agreement and the Transactions; provided, however, that any such access shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Company’s or the Business’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Business and shall be subject to any limitations resulting from any Public Health Measures; provided further, that with respect to any properties, plants or other facilities of the Business, any such access shall not include access for the purpose of conducting any real property assessments, environmental sampling analysis or other intrusive testing of any such properties, plants or other facilities without the prior written consent of the US Seller, except as may be required under the Connecticut Transfer Act. Notwithstanding anything to the contrary in this Agreement, the Company and the Sellers shall not be required to provide access to any information to the Buyer or its Representatives if the Company or a Seller determines, in its sole discretion, that (i) such access would jeopardize any attorney-client or other legal privilege, (ii) such access would contravene any applicable Laws (including any Public Health Measures), fiduciary duty or binding agreement entered into prior to the date hereof, (iii) the information to be accessed is pertinent to any litigation or other dispute or Action in which a Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties, (iv) the information to be accessed should not be disclosed due to its competitively sensitive nature upon determination of counsel, or (v) the information to be accessed relates to any consolidated, combined or unitary Tax Return filed by the Sellers, the Company or any of their Affiliates or any of their respective predecessor entities.
(b) In order to facilitate the resolution of any claims made against or incurred by the Sellers (as it relates to the Business), for a period of seven years after the Closing or, if shorter, the applica...
Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, CTF and its Subsidiaries have agreed in the CTF Agreement that they shall (i) afford Marriott and the Purchaser and their Representatives reasonable access to the books and records of the Targets and the Selling Entities related to the Targets; (ii) furnish Marriott with such financial, operating and other data and information as Marriott may reasonably request, and which Marriott shall furnish to Purchaser, and (iii) furnish the Representatives usual and customary “management representation letters” to a firm of certified public accountants necessary for completion of an independent audit of the Target (it being understood that with respect to the Hotel Level Data, such letter shall rely on an equivalent letter from the Hotel’s manager); provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense during normal business hours upon reasonable notice, under the supervision of CTF’s personnel, and in such a manner as to not unreasonably interfere with the normal operations of CTF. Marriott shall promptly request from CTF and diligently seek to obtain, subject to the terms and conditions of the CTF Agreement, such information from CTF as the Purchaser may reasonably request and that Marriott is entitled to obtain from CTF under the CTF Agreement. Notwithstanding anything to the contrary in this Agreement, neither CTF nor any of its Subsidiaries shall be required to disclose any information to the Purchaser or its Representatives if such disclosure would (A) in CTF’s sole discretion jeopardize any attorney-client privilege or any work-product privilege, or (B) contravene any duty imposed by applicable Laws.
(b) CTF has consented to the Purchaser engaging, at the Purchaser’s expense, the independent registered public accounting firm that audited, reviewed or otherwise advised CTF regarding the financial statements of any Target to audit such financial statements for periods preceding the Closing Date and to access the audit work papers relating to such prior period. Marriott shall cause CTF to cooperate with Purchaser in responding to Purchaser’s reasonable requests for other information relating to such financial statements.
(c) For a period of seven (7) years after the Closing or, if shorter, the applicable period specified in Purchaser’s document retention policy, the Purchaser shall
(i) retain the books and records relating to the T...
Covenants Regarding Information. From the date hereof until the Closing Date, the Seller shall, and shall cause the Company and its Subsidiaries to, afford the Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request, including any documentation relating to the Restructuring. Subsequent to the Closing, the Seller shall, and shall cause Palladium to afford the Buyer and its Representatives such information as required pursuant to Section 8.6.
Covenants Regarding Information. From the date hereof until the Closing Date, the Sellers shall, and shall cause the Company to, afford the Buyer and its Representatives complete access (including for inspection and copying) at all reasonable times to the Representatives, properties, offices, plants and other facilities, books and records of the Sellers and the Company, and shall furnish the Buyer with such financial, operating and other data and information as the Buyer may reasonably request.
Covenants Regarding Information. (a) Subject to Section 7.4(b), from the date hereof through the earlier of the Closing Date and the termination of this Agreement pursuant to Article 12, Equillium shall afford Ono and its Representatives, at ▇▇▇’s sole cost and expense, reasonable access (including for inspection and copying) at reasonable times to the Business and each Equillium Person’s Representatives, properties, offices, plants and other facilities and books and records relating to the Program and the Business, and shall disclose to Ono such operating and other data and information in connection with the Program and the Business as ▇▇▇ may reasonably request.
(b) Equillium’s obligations under Section 7.4(a) shall be subject to the following limitations: 281923888 v10
(i) Equillium may limit access or refuse to disclose any data or information to the extent that doing so could reasonably be expected to cause (A) a loss of any applicable privileges (including attorney-client privilege) or trade secrets or (B) a breach of any confidentiality obligations under any Contract disclosed to ▇▇▇ before the date of this Agreement or applicable Law; provided, however, that Equillium shall cooperate with ▇▇▇ to develop substitute arrangements, to the extent reasonably possible, to allow for such access or disclosure in a manner that does not result in such loss or breach.
(ii) The auditors and independent accountants of Equillium shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to access to such work papers in form and substance reasonable acceptable to such auditors or independent accountants.
(iii) For so long as any applicable COVID-19 Measures are in effect, each Equillium Person shall be permitted to provide access through virtual or other remote means.
(c) On the Closing Date, Equillium shall deliver or cause to be delivered to Ono all agreements, documents, books and records and files primarily related to, or otherwise necessary for the Exploitation of, the Program, the Compound, any Product or the Business, and all computer disks, records, tapes and any other storage medium on which any such agreements, documents, books and records or files are stored, that are in the possession of or under the control of any Equillium Person (such information, the “Transferred Information”).
(d) Following the Closing Date, Equillium shall not, and shall cause that none of its Sub...
Covenants Regarding Information. From the date of this Agreement until the Closing Date, the Seller shall afford the Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) complete access (including for inspection and copying) at all reasonable times to the Purchased Assets and the Seller’s Representatives, properties, offices, plants and other facilities, and books, records and accounts relating to the Purchased Assets, and shall furnish the Buyer with such financial, operating and other data and information in connection with the Purchased Assets as the Buyer may reasonably request.
Covenants Regarding Information. For a period of seven (7) years after the Closing, the Purchaser shall (i) retain the books and records relating to the Company and the Company Subsidiaries relating to periods prior to the Closing and (ii) provide the Seller and its Affiliates and their respective Representatives with reasonable access, upon reasonable notice and during normal business hours, to such books and records (including the right to make copies thereof, at such Person’s expense); in each case as reasonably necessary for the Seller or its Affiliates in order to prepare their Tax Returns or financial statements and in connection with Actions to which neither the Purchaser nor any of its Affiliates is a party, as well as for purposes of fulfilling regulatory or statutory audit disclosure and reporting obligations; provided, however, that the Purchaser shall notify the Seller in writing at least thirty (30) days in advance of destroying any such books and records prior to (but not on or following) the seventh (7th) anniversary of the Closing Date in order to provide the Seller or its applicable Affiliate the opportunity to copy such books and records in accordance with this Section 6.04; provided, further, that nothing in this Section 6.04 shall limit access to the Company’s books and records in connection with the procedures set forth in Section 2.04 and in accordance with the terms thereof.
Covenants Regarding Information. From the date hereof until the earlier of the date of termination of this Agreement or the consummation of the Closing, upon reasonable notice, the Company and its Subsidiaries shall afford Acquiror and its officers, employees, agents, accountants, advisors, bankers, attorneys and other representatives (collectively, “Representatives”) reasonable access to the properties, offices and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish Acquiror with such financial, operating and other data and information as Acquiror may reasonably request, including monthly updates and access to personnel; provided, however, that any such access or furnishing of information shall be conducted at Acquiror’s expense, during normal business hours and in such a manner as not to unduly interfere with the normal operations of the Company and its Subsidiaries and such requests shall be directed to the chief executive officer of the Company.
Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable request, the Sellers shall afford the Buyer and its Representatives reasonable access during normal business hours to all of the properties, offices and other facilities, books and records (including Tax records) of the Sellers, and shall furnish the Buyer and its Representatives with such financial, operating and other data and information, and provide reasonable access, upon reasonable request, to all the officers, key employees, accountants and other Representatives of the Sellers as the Buyer may reasonably request. In addition, the Sellers shall cooperate to allow the Buyer reasonable access to employees in order to determine its designation of Transferred Employees. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would reasonably be expected to adversely affect any attorney-client or other legal privilege or contravene any applicable Laws.
(b) For a period of one (1) year following the Closing Date, upon reasonable request, the Seller shall afford the Buyer and its Representatives reasonable access during normal business hours to the books and records (including Tax records) of the Sellers and the Buyer shall afford the Sellers and its Representatives reasonable access during normal business hours to the Books and Records.
(c) By no later than March 30, 2019, Sellers shall deliver or cause to be delivered to Buyer (i) an unaudited consolidated monthly balance sheet and related consolidated statements of income and cash flows for the month ended February 28, 2019, in each case prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and in a manner consistent with the Unaudited Financial Statements; and (ii) a written statement setting forth Sellers' good faith estimate of the Excess Cash Amount, Net Product Working Capital, Seller-Paid Buyer Taxes and Unpaid Seller Taxes as of February 15, 2019 and February 28, 2019, together with reasonable supporting evidence that such estimate has been prepared in accordance with the Accounting Principles and the Reference Statement. Sellers shall deliver or cause to be delivered the aforementioned information for each subsequent month-end following February 2019 by no later than 25 days after the end of such month.