Due Diligence; Confidentiality. (a) The Company will make available for inspection by any Investor whose Registrable Securities are being sold pursuant to a Registration Statement, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney, accountant or other agent retained by any such Investor or underwriter (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as each Inspector reasonably deems necessary to enable the Inspector to exercise its due diligence responsibility. The Company will cause its officers, directors and employees to supply all information that any Inspector may reasonably request for purposes of performing such due diligence.
(b) Each Inspector will hold in confidence, and will not make any disclosure (except to an Investor) of, any Records or other information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, (iii) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement (to the knowledge of the relevant Inspector), (iv) the Records or other information was developed independently by an Inspector without breach of this Agreement, (v) the information was known to the Inspector before receipt of such information from the Company, or (vi) the information was disclosed to the Inspector by a third party without restriction. The Company is not required to disclose any confidential information in the Records to any Inspector unless and until such Inspector has entered into a confidentiality agreement (in form and substance reasonably satisfactory to the Company) with the Company with respect thereto, substantially in the substance of this Section 3.9(b). Each Investor will, upon learning that disclosure of Records containing confidential information is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of, ...
Due Diligence; Confidentiality. All information and/or documents provided by the Trustor to the Trustee are and remain only for the internal file of the Trustee who is committed to keep them confidential at all time, unless if the information and/or documents are for the intention of one or more third parties (such as but not limited to business partners, clients, suppliers, administrations) properly designated and authorised by the Trustor. The Trustee acknowledges that it shall provide its services under this Trust Agreement in a diligent, proper and prompt manner and exercises professional skill and due care while always preserving the best interests of Trustor.
Due Diligence; Confidentiality. Purchasers and their agents have completed due diligence. Except as set forth herein, Purchasers shall hold and maintain in confidence all information, documents, data and records of Sellers examined by it, and shall not use the same to its benefit in any manner except in connection with the transactions contemplated under this Agreement and operation of the Purchased Assets and shall not disclose the same to any person for any reason without Sellers’ prior written consent; provided that nothing herein shall prevent Sellers from disclosing any financial statements, financial accounting data, information documents, data or records about Purchasers upon the request or demands of any governmental authority or as required by law. Purchasers shall maintain in confidence any and all financial statements and financial accounting data of Sellers and not disclose the same to any person for any reason without Sellers’ prior written consent; provided that nothing herein shall prevent Purchasers from disclosing any financial statements, financial accounting data, information documents, data or records about Sellers (i) upon the request or demands of any governmental authority or as required by law or (ii) in connection with the exercise of any remedy in connection herewith.
Due Diligence; Confidentiality. (a) The Company will make available for inspection by any Investor whose Registrable Securities are being sold pursuant to a Registration Statement, any underwriter participating in any disposition pursuant to the Registration Statement, and any attorney or accountant retained by any such Investor or underwriter (collectively, the “Inspectors ”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records ”), as each Inspector reasonably deems necessary to enable the Inspector to exercise its due diligence responsibility in connection with or related to the contemplated offering. The Company will cause its officers, directors and employees to supply all information that any Inspector may reasonably request for purposes of performing such due diligence.
Due Diligence; Confidentiality. The Buyer and its Representatives shall be entitled to conduct a review of the Dxxxxx Facilities, the Purchased Assets and the Business (the "DUE DILIGENCE") in a manner which does not unreasonably interfere with the operations of the Business. In furtherance thereof, the Seller and its Affiliates shall, to the extent reasonably required for the performance by the Buyer of its Due Diligence:
(a) make available the information in the Seller's or its Affiliates' possession with respect to the assets (including the Purchased Assets), Liabilities, business, condition (financial and otherwise) and operations of the Business;
(b) upon reasonable prior notice, give the Buyer and its Representatives full access during normal business hours to the Purchased Assets and the Dxxxxx Facilities;
(c) otherwise instruct the counsel, auditors and other authorized Representatives of the Seller and its Affiliates to cooperate with the Buyer and its Representatives in their Due Diligence; and
(d) provide the Buyer with the right to perform a Phase I Environmental Assessment. The Buyer shall not perform any sampling of soil, groundwater or surface water.
Due Diligence; Confidentiality. It is agreed that the consummation of the Acquisition shall in all respects be subject to the completion of a satisfactory due diligence review by Paligent. It is further agreed that, except as required by law or applicable rule or regulation, neither Paligent nor IFL, without the consent of the other, shall (i) divulge, directly or indirectly, to any person (other than to its respective directors, officers, employees, representatives or agents) any non-public information regarding the other company’s business, assets or operations, or (ii) use such non-public information for any purpose other than evaluating the proposed Acquisition and negotiating definitive agreements.
Due Diligence; Confidentiality. (a) The Company will make available for inspection by any Investor whose Registrable Securities are being sold pursuant to a Registration Statement and one firm of attorneys retained by the Investors (collectively, the "Inspectors"), all pertinent financial and other records, pertinent corporate ---------- documents and properties of the Company (collectively, the "Records"), as each ------- Inspector reasonably deems necessary to enable the Inspector to exercise its due diligence responsibility. The Company will cause its officers, directors and employees to supply all information that any Inspector may reasonably request for purposes of performing such due diligence.
Due Diligence; Confidentiality. From the date of execution of this Agreement and up to the Actual Closing Date, Purchaser, its attorneys, accountants and representatives will have access to all information relevant to the business, operations, accounts, records, contracts, inventory, fixed assets and customers of Seller and the Business; including without limitation, copies of Deloitte-Touche's work papers relating to Seller and the Business. Purchaser acknowledges that its satisfactory completion of due diligence is not a pre-condition to the Closing. In the event that the transactions contemplated by this Agreement are not consummated, all copies of documents and other records will be returned to the party which supplied such information and no written or electronic form of such information will be retained by either party.
Due Diligence; Confidentiality. Buyer, its counsel, accountants and other representatives shall be permitted reasonable access during normal business hours to the Mines, the Smelter, the Leased Premises and to Seller's books, records, Contracts, commitments and other data at the Plant, the Leased Premises or other Seller locations directly related to the operation of the Business Assets or the Business. It is expected that between the date of this Agreement and either the Closing Date or termination of this Agreement, whichever is first to occur, Seller may give Buyer information that Seller considers confidential. In that event, Buyer shall require that all its representatives granted access to such data shall treat such data and information as confidential in accordance with the Confidentiality Agreement between the Parties, dated March 24, 1997, notwithstanding any termination of this Agreement. Such obligation of the Buyer shall continue following the Closing, except with respect to information relating to the Business Assets.
Due Diligence; Confidentiality
