Common use of Covenants Regarding Information Clause in Contracts

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, and shall cause the Companies to, afford the Buyer and its Representatives reasonable access to the Seller’s personnel, Representatives, properties, offices, plants and other facilities, books and records relating to the Business and the Companies, and shall cause the Companies to furnish the Buyer with such financial, operating and other data and information relating to the Business as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Business and the Seller and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, none of the Seller or any of the Companies shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s sole reasonable judgment (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities.

Appears in 1 contract

Samples: Equity Purchase Agreement (STR Holdings, Inc.)

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Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, and shall cause the Companies to, afford the Buyer and its Representatives reasonable access to the Seller’s personnel, Representatives, properties, offices, plants and other facilities, books and records relating to the Business and Business, the CompaniesTransferred Assets or the Assumed Liabilities, and shall cause the Companies to furnish the Buyer with such financial, operating and other data and information relating to the Business Business, the Transferred Assets or the Assumed Liabilities as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Business Seller and the Seller and its SubsidiariesBusiness. Notwithstanding anything to the contrary in this Agreement, none of the Seller or any of the Companies shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the Seller’s sole reasonable judgment discretion, (i) jeopardize any attorney-client or other legal privilege, or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Seller or any Affiliate thereof or any of their respective predecessor entities.

Appears in 1 contract

Samples: Asset Purchase Agreement (A. H. Belo Corp)

Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller Sellers shall, and shall cause the Acquired Companies to, afford the Buyer Buyers and its their Representatives reasonable access to the Seller’s personnelemployees, Representativesofficers, properties, offices, plants and other facilities, books and records relating to records, and contracts of the Business and the Acquired Companies, and shall cause the Companies each Acquired Company to furnish the Buyer Buyers with such financial, operating and other data and information relating to the Business as the Buyer Buyers may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyers’ expense, during normal business hours, under the supervision of the Seller’s Companies’ personnel and in such a manner as not unreasonably to interfere with the normal operations of the Business and the Seller and its SubsidiariesCompanies. Notwithstanding anything to the contrary in this Agreement, none of the Seller or any of the Companies shall not be required to disclose any information to the Buyer Buyers or its their Representatives if such disclosure would, in the Seller’s sole reasonable judgment (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty or binding agreement (after commercially reasonable steps to obtain a waiver have been taken) entered into prior to the date hereof or (iii) relate to any consolidated, combined or unitary Return filed by the Seller Sellers, the Companies or any Affiliate thereof of their Affiliates or any of their respective predecessor entities.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crown Holdings Inc)

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Covenants Regarding Information. (a) From the date hereof until the Closing Date, upon reasonable notice, the Seller shall, Company and its Subsidiaries shall cause the Companies to, afford the Buyer and its Representatives reasonable access to the Seller’s personnel, Representatives, properties, offices, plants and other facilities, books books, and records relating to of the Business Company and each of its Subsidiaries, and the Companies, Company and its Subsidiaries shall cause the Companies to furnish the Buyer with such financial, operating operating, and other data and information relating to the Business as the Buyer may reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Buyer’s expense, during normal business hours, under the supervision of the SellerCompany’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Business and the Seller Company and its Subsidiaries. Notwithstanding anything to the contrary in this Agreement, none of neither the Seller or any of the Companies Company nor its Subsidiaries shall be required to disclose any information to the Buyer or its Representatives if such disclosure would, in the SellerCompany’s sole reasonable judgment discretion, (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Laws, fiduciary duty duty, or binding agreement entered into prior to the date hereof or in compliance with Section 6.1 or (iii) relate to any consolidated, combined combined, or unitary Return filed by the Seller Seller, the Company, or any Affiliate thereof of their Affiliates or any of their respective predecessor entities.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Om Group Inc)

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