Information and Access Clause Samples
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Information and Access. (a) Subject to applicable Law, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VII, (i) the Company shall (and shall cause its Subsidiaries to), afford Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner as not to unreasonably interfere with the operations of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice, to the employees, officers, agents, facilities, books and records of the Company and its Subsidiaries and (ii) the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by Parent; provided, however, that nothing in this Agreement shall require the Company or any of its Subsidiaries to provide access or to disclose information if such access or disclosure would, or would reasonably be expected to, (A) contravene any applicable Law (including Data Protection Laws) or Pandemic Measure, (B) result in the waiver of or otherwise jeopardize any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or other applicable legal privilege or protection, (C) in the reasonable determination of the Company, after consultation with outside legal counsel, expose the Company or any of its Subsidiaries to risk of material liability with respect to the violation of any confidentiality provision of any Contract or disclosure of sensitive, confidential or personal information or would cause competitive harm to the Company, its Subsidiaries or their respective businesses if the Transactions are not consummated, (D) involve any invasive investigations, sampling or testing with respect to any environmental matters, (E) result in the disclosure of any Trade Secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure; provided, however, that in each case of clauses (A), (B), (C), or (E), the Company and Parent shall use reasonable best efforts to communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make available, the applicable information or documents to Parent in a manner that woul...
Information and Access. Following the Effective Date until the Investor Amount is no longer at least 10%, the Company agrees to provide the Investor with all information that would be provided to the Investor Director if the Investor had a right to an Investor Director pursuant to Section 1 hereof, including the following:
(a) within 90 days after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC;
(b) within 45 days after the end of each of the first three quarters of each fiscal year of the Company, (i) an unaudited, consolidated balance sheet of the Company and its subsidiaries as of the end of such fiscal quarter and (ii) consolidated statements of income, comprehensive income and cash flows of the Company and its subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC; and
(c) access, to the extent requested by the Investor, to the offices and the properties of the Company and its subsidiaries, including its and their books and records, all upon reasonable notice and at such times and as often as the Investor may reasonably request; provided that any access pursuant to this Section 2(c) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its subsidiaries; provided that, the Company shall not be obligated to provide such access or materials to the Investor to the extent the Company determines, in its reasonable judgment, that doing so would (A) materially violate any applicable law, judgment or contract or obligation of confidentiality owing to a third party, (B) jeopardize the protection of an attorney-client privilege, attorney work product protection or other similar legal privilege, (C) be materially adverse to the interests of the Company or any of its subsidiaries in any pending or threatened demand, action, suit, countersuit, arbitration, inquiry, proceeding or i...
Information and Access. (a) From the date hereof until the earlier of the Closing Date or termination of this Agreement, (i) Seller shall permit, and shall cause the Company to permit, Purchaser and its Representatives to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal operations of the Company or Seller, to the premises, properties, directors, officers, employees, accountants, books, records, Contracts, Permits, documents and such financial and operating data and other information of the Company as Purchaser or its Representatives may reasonably request and (ii) Seller shall instruct its Representatives to reasonably cooperate with Purchaser and its Representatives in its access. Purchaser and each of its Representatives shall treat and hold as confidential any information provided hereunder in accordance with the terms and provisions of that certain Non-Disclosure Agreement attached hereto as Exhibit F (the “NDA”). Any other information provided by Seller or its Affiliates, employees, counsel, accountants or consultants to Purchaser, its Affiliates, employees, counsel, accountants, consultants, financing sources or other authorized Representatives with respect to the Company or the transactions contemplated by this Agreement shall be subject to the provisions of the NDA. Notwithstanding anything to the contrary in the NDA, the terms of the NDA shall survive any termination of this Agreement and shall continue in full force and effect thereafter in accordance with its terms.
(b) Except as provided in Section 5.3(a), prior to the Closing Date, Purchaser and its Representatives shall not contact any of the customers, clients or employees of the Company, any of the Company’s Subsidiaries or Seller (in the case of Seller, to the extent primarily related to the Business) in connection with the transactions contemplated by this Agreement without the prior written consent of Seller, which shall not be unreasonably withheld or delayed; provided, however, that the prior written consent of Seller shall not be required for Purchaser or its Representatives to contact any customers or clients of Seller, the Company or their respective Subsidiaries which are (i) also customers or clients, as the case may be, of Purchaser or (ii) potential customers or clients, as the case may be, of Purchaser with which Purchaser has engaged in discussions on or prior to the date hereof, in each case, to the extent that such contact is limited to dis...
Information and Access. (a) The Company and Parent each shall (and shall cause its Subsidiaries to, and shall instruct its and their respective Representatives to), upon the reasonable request by the other, furnish to the other, as promptly as practicable, with all information concerning itself, its Representatives and such other matters as may be necessary or advisable in connection with the Proxy Statement and any information or documentation to effect the expiration of all waiting periods under applicable Antitrust Laws and, if applicable, any contractual waiting periods under any timing agreements with a Governmental Entity applicable to the consummation of the transactions contemplated by this Agreement.
(b) In addition to and without limiting the rights and obligations set forth in Section 7.8(a), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement and abandonment of the transactions contemplated by this Agreement pursuant to Article IX, to the Company employees, properties, offices and other facilities, Contracts, books and records, in each case, solely for the purpose of effecting the Closing; provided, however: (i) neither the Company nor any of its Subsidiaries shall be required to provide such access information or documents to the extent doing so would, in the Company’s reasonable judgment or furnish such reasonably be expected to result in (A) a violation of applicable Law, (B) the disclosure of any trade secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure, (C) the breach of any contractual obligations in any Contract with a third party, (D) waive the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings or (E) result in the disclosure of any sensitive or personal information that would expose the Company or any of its Subsidiaries to the risk of liability; provided, further, that the Company and Parent shall cooperate to develop an alternative to providing such information so as to addres...
Information and Access. 5.1 The Customer shall:
(a) provide accurate information in the Order and the Acceptance;
(b) obtain any necessary consents for the service pipe to cross land or property not belonging to the Customer (other than public highways). National Grid will on request provide without charge an acceptable standard form of consent. In carrying out the Works, National Grid shall be entitled to rely upon the Customer’s confirmation that such consents have been obtained;
(c) provide access as necessary to the Premises and third party property for the Works; and
(d) ensure that any built-in cavity meter box (when the Works involve the removing and re-fixing of a meter installation at the Premises) has been fully installed prior to commencement of the Works.
Information and Access. 5.1 The Customer shall:
(a) provide accurate information in its request for a quotation and in the Acceptance;
(b) obtain any necessary consents for the service pipe to cross land or property not belonging to the Customer (other than public highways). National Grid will on request provide without charge an acceptable standard form of consent. In carrying out the Works, National Grid shall be entitled to rely upon the Customer’s confirmation that such consents have been obtained;
(c) provide access as necessary to the Premises and third party property for the Works; and
(d) ensure that any built-in cavity meter box has been fully installed prior to commencement of the Works if the Customer has indicated to National Grid that the Customer wishes to have a built-in cavity meter box.
5.2 National Grid will assume:
(a) that the service pipe will not cross third party land (other than a public highway);
(b) that the service pipe can follow, without any obstruction and without crossing bridges, tunnels or other such similar civil engineering works the shortest direct route from the Premises to an appropriate main immediately adjacent to those Premises.
(c) that, unless the Customer indicates to the contrary, the Premises does not form part of multi-storey property;
(d) that the Works do not form part of a request for an increased load;
(e) in the event that the Customer indicates to National Grid that it will carry out excavation works itself prior to National Grid arriving at the Premises, that such excavations works will be carried out in accordance with the Quotation; and
(f) the location of the termination of the service pipe as requested by the Customer complies with all relevant laws and regulations.
5.3 Upon arrival at the Premises, National Grid shall carry out an inspection to confirm, so far as practicable, that the assumptions set out in clause 5.2 and the information provided by the Customer are correct before carrying out the Works. In the event that the information or any one or more of the assumptions are not correct, and the Customer did not draw this to National Grid's attention at the time of submitting the Acceptance, then National Grid shall be entitled to terminate the Contract immediately and will refund the Customer any part of the payment made which has not been reasonably incurred by National Grid in relation to the Works at the time of termination.
5.4 In the event that the Customer fails to comply with any part of clauses 5.1(b) to 5.1(...
Information and Access. From the date of this Agreement and continuing until the Effective Time, Parent, as to itself and Sub, on the one hand, and the Company, as to itself and its subsidiaries, on the other hand, each agrees that it shall afford and, with respect to clause (b) below, shall cause its independent auditors to afford, (a) to the officers, independent auditors, counsel and other representatives of the other reasonable access, upon reasonable advance notice, to its (and in the case of Parent, Sub's, and in the case of the Company, its subsidiaries') properties, books, records (including tax returns filed and those in preparation) and executives and personnel in order that the other may have a full opportunity to make such investigation as it reasonably desires to make of the other consistent with their rights under this Agreement, and (b) to the independent auditors of the other, reasonable access to the audit work papers and other records of its independent auditors. No investigation pursuant to this Section 5.1 shall affect or otherwise obviate or diminish any representations and warranties of any party or conditions to the obligations of any party. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or the institution in possession or control of such information or contravene any law, rule, regulations, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
Information and Access. ▇▇▇▇▇▇▇ OPERATING RESOURCES will render periodic reports to and keep SPRAGUE HOLDINGS fully informed in respect to the Oil Terminal including, without limitation, the level of performance, the general condition of maintenance and reliability, qualification and training of personnel, maintenance of safety and operating records, and plans for modification of facilities or procedures in connection therewith. ▇▇▇▇▇▇▇ OPERATING RESOURCES shall promptly provide SPRAGUE HOLDINGS upon request with any and all operating manuals, records, memoranda, reports, plans, designs and other documentation or information in respect to the Oil Terminal which SPRAGUE HOLDINGS deems reasonably necessary. ▇▇▇▇▇▇▇ OPERATING RESOURCES will notify SPRAGUE HOLDINGS of any material problems or developments with respect to the operation and maintenance of the Oil Terminal. ▇▇▇▇▇▇▇ HOLDINGS or its agents and designees shall have the right, but not the obligation, to enter upon the Oil Terminal at all reasonable times and; in a reasonable manner during ordinary business hours to examine same, provided such access shall not unreasonably interfere with the efficient maintenance and operation of the Oil Terminal as contemplated hereby.
Information and Access. (a) Subject to applicable Law, the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford the Purchasers and its Representatives reasonable access, during normal business hours, and subject to generally applicable health and safety protocols, from the date of this Agreement and continuing until the earlier of the Closing and the termination of this Agreement pursuant to Section 7, to the Company employees, agents, properties, offices and other facilities, contracts, books and records of the Company and its Subsidiaries, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to the Purchasers all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by the Purchasers or any of their Representatives; provided, however, that: (i) notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would waive or jeopardize the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings.
(b) To the extent that any of the information or documents furnished or otherwise made available pursuant to this Section 4.9 or otherwise in accordance with the terms and conditions of this Agreement or the Confidentiality Agreement constitutes information or documents that may be subject to an attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened proceedings, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections.
(c) No access or information provided to the Purchasers or any of its Representatives or to the Company or any of its Representatives following the date of this Agreement, whether pursuant to this S...
Information and Access. KOSAN and RWJPRI shall provide the JRC, its members and authorized representatives with reasonable access during regular business hours to all records and documents relating to the performance of this AGREEMENT which it reasonably may request in order to perform its obligations hereunder; provided that if such documents are under a bona fide obligation of confidentiality to a THIRD PARTY, KOSAN or RWJPRI, as the case may be, may withhold access thereto to the extent necessary to satisfy such obligation.