Information Rights; Access Sample Clauses

Information Rights; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with GAAP. So long as each Holder executes and delivers to the Company a customary confidentiality agreement applicable to the Information Rights on a form reasonably acceptable to the Company, each Holder shall be entitled to receive the following information rights (the rights described in Section 3.1(b)(i) through Section 3.1(b)(iv) below, collectively and as applicable, constituting the “Information Rights”): (i) All Holders shall be entitled to access a password-protected virtual data room, established and maintained periodically by the Company or its Affiliates or their respective representatives, and as a condition to gaining access to the information posted in such data room, each such Holder shall be required to “click through” or take other affirmative action pursuant to which each such Holder shall confirm and ratify that it is a party to, and bound by all of the terms and provisions of, this Agreement and any confidentiality agreement and acknowledge each such Holder’s confidentiality obligations in respect of such information and agree to abide by the terms of this Agreement and any confidentiality agreement related to the Information Rights which shall include the following (or the Company or its Affiliates or their respective representatives shall otherwise provide the following to all Holders);
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Information Rights; Access. (a) The Company shall deliver to each Shareholder the information set forth in this Section 5.02(a): (i) as soon as available in any event within ten (10) days after the end of each month, unaudited monthly consolidated balance sheet of the Group as of the end of such monthly period and consolidated statements of operations, income, cash flows, retained earnings and Shareholders’ equity of the Group, for each month, prepared in accordance with GAAP, applied on a consistent basis, subject to the absence of footnotes and to normal year-end adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget then in effect, all in reasonable detail; (ii) as soon as available and in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, a consolidated balance sheets of the Group as of the end of such period then ended, and consolidated statements of income and cash flows of the Group for the period then ended, in each case prepared in conformity with GAAP, applied on a consistent basis, subject to the absence of footnotes and to normal year-end adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year and to the Company’s Annual Budget then in effect, all in reasonable detail and certified by the principal financial or accounting officer of the Company; and (iii) as soon as available and in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, a consolidated balance sheet of the Group as of the end of such year, and consolidated statements of income and cash flows of the Group for the year then ended, in each case prepared in conformity with GAAP and audited by any of Deloitte, PricewaterhouseCoopers, Ernst & Young and KPMG, applied on a consistent basis, and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and together with an auditor’s report thereon of a firm of established international reputation, and, to the extent applicable, a Company-prepared comparison to the Company’s Annual Budget for such year. (b) The Company shall deliver to each director on the Board as soon as available in any event no later than sixty (60) days prior to the beginning of each fiscal year of the Company, an Annual Budget, in such manner and form as ...
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Information Rights; Access. The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with GAAP. Each Securityholder hereby waives, to the fullest extent permitted by law, and agrees not to assert, any rights pursuant to Section 220 of Delaware Law (as defined in the Certificate of Incorporation). Subject to Section 3.1(c)(i), each Securityholder that is not a Disqualified Person and any Securityholder that is a Disqualified Person whom the Board has approved for purposes of this Section 3.1(b) (provided that if the Board approves a Transfer of Company Securities to any Disqualified Person pursuant to Section 4.3(a)(iv), unless otherwise expressly provided by the Board in such approval, such Disqualified Person shall be deemed approved for purpose of this Section 3.1(b)) (each, an “Information Right Securityholder”) shall be entitled to the following information rights (the rights described in Section 3.1(b)(i) through Section 3.1(b)(iv) below, collectively and as applicable, constituting the “Information Rights”): (i) All Information Right Securityholders shall be entitled to access a password-protected virtual data room, established and maintained periodically by the Company or its Affiliates or their respective representatives, and as a condition to gaining access to the information posted in such data room, each such Information Right Securityholder shall be required to “click through” or take other affirmative action pursuant to which each such Information Right Securityholder shall only be required to confirm and ratify that it is a party to, and bound by all of the terms and provisions of, this Agreement and any confidentiality agreement executed by such Information Right Securityholder with the Company or any of its Subsidiaries prior to such access and acknowledge such Information Right Securityholder’s confidentiality obligations in respect of such information hereunder or under any such confidentiality agreement and agree to abide by the terms of this Agreement and any such confidentiality agreement, which shall include the following (or the Company or its Affiliates or their respective representatives shall otherwise provide the following to all such Information Right Securityholders):
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Information Rights; Access. Until such time as the Company shall have become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Company shall provide the Purchaser with (a) such information, statements and reports required under any credit agreement to which the Company is a party, (b) such information, statements and reports required under the credit agreement (the "Credit Agreement") by and among the Company, each of the financial institutions from time to time a party thereto and Bankers Trust Company, as agent, whether or not the Credit Agreement remains in effect or any amounts are outstanding thereunder, and (c) such other information as the Purchaser may reasonably request. As long as the Purchaser has the right to appoint the Purchaser Director, the Company and its subsidiaries shall afford the Purchaser and the Purchaser's accountants, counsel and other representatives full and reasonable access during normal business hours to its properties, books, contracts, commitments, records and personnel.
Sample 1
Information Rights; Access. (a) Without limiting the generality of Section 4.1(d) below, Seller covenants and agrees that between the Effective Time and the earlier of the Call Closing or the termination of this Agreement, Seller shall deliver to Buyer (i) as soon as reasonably practicable, but in no event later than 45 days, following the end of each fiscal quarter after the Effective Time, unaudited consolidated financial statements for the EPE Entities for such quarter, (ii) as soon as reasonably practicable, but in no event later than 90 days, following the end of each fiscal year after the Effective Time, audited consolidated financial statements for the EPE Entities, each of which shall be prepared in accordance with GAAP, consistently applied during the periods involved (in each case, except as otherwise noted therein and subject in the case of unaudited financial statements, where appropriate, to normal year-end audit adjustments) and shall fairly present in all material respects, the consolidated financial position of the EPE Entities as of the respective dates thereof, and the results of operations and cash flows for the periods set forth therein; and (iii) subject to applicable Law, any budgets or business plans presented to or approved by the Board of Directors of Seller or the EPE Entities. All information hereunder shall be provided to Buyer at the Seller’s sole expense. (b) Seller covenants and agrees that: (a) as soon as reasonably practicable but in no event later than 45 days following the end of the calendar month immediately preceding the sixth anniversary date of the Effective Time, Seller shall deliver to Buyer (the date of such delivery referred to herein as the “Sixth Anniversary Financial Statement Delivery Date”), at Seller’s cost and expense, (i) audited consolidated financial statements for the EPE Entities for the trailing twelve month period as of the end of the calendar month immediately preceding the sixth anniversary date of the Effective Time (the “Sixth Anniversary Financial Statements”), which financial statements shall be prepared in accordance with GAAP, consistently applied during the periods involved (except as otherwise noted therein) and shall fairly present in all material respects, the consolidated financial position of the EPE Entities as of the dates thereof, and the results of operations and cash flows for the periods set forth therein, and (ii) a certificate setting forth the OIBDAN of the EPE Entities for the trailing twelve month peri...
Sample 1
Information Rights; Access. (a) Except as prohibited by Applicable Law or any applicable Regulatory Agency, Alvotech and Alvogen shall each provide the Executive Steering Committee, any applicable Working Committee and the other Party with access to all records, documents and information related to the development, regulatory status and commercialization of the Products that such Party determines in good faith to be material and relevant, or is requested in good faith by the other Party, to provide access to the members of the Executive Steering Committee, any applicable Working Committee and the other Party with a reasonable understanding of the status and progress of the development, regulatory status and commercialization of the Products (without duplication if the information has otherwise been reported pursuant to other reporting disclosure obligations set forth herein), including the following items, in each case only as such Party has a responsibility for such items under this Agreement: (i) records, documents, data (including raw preclinical and clinical data) and other information related to any scientific studies, (ii) data generated in scientific studies or memorialized in laboratory notebooks; (iii) protocols, statistical analysis plans, final CSRs; (iv) clinical trial enrollment, progress and results; (v) Product forecasts, competitive intelligence and market research; (vi) intellectual property issues regarding the Products and status of any litigation or other claims or disputes with regard to the Products; (vii) regulatory strategy, filings, activities, status, approvals (or other responses) and results for Governmental Authorities; (viii) market access and reimbursement status issues; (ix) commercialization plans and forecasts for the Products; (x) availability of adequate supply of Products following commercialization; and (xi) annual financial statements of Alvotech, audited by an independent accounting firm, and quarterly unaudited financial statements of Alvotech, which, in each case, shall include a balance sheet, statement of operations and statement of cash flows. (b) Alvotech shall ensure that Alvogen shall have full reasonable access to all clinical sites, including the ability to make site visits, and the contract research organization (CRO) for each of the Products. (c) All information received or subject to review under this Section 9.8 shall be considered Confidential Information, shall be subject to the provisions of Article X.
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Information Rights; Access. (a) So long as a Class C Shareholder and its Affiliates meet the Minimum Ownership Requirement, and without limiting Section 9.8(b), the Company shall deliver to such Class C Shareholder the information set forth in this Section 9.8(a): (i) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, a consolidated balance sheet of the Group as of the end of such period, and consolidated statements of income and cash flows of the Group as of the end of such period, in each case prepared in conformity with GAAP, applied on a consistent basis, subject to the absence of footnotes and to normal year-end adjustments, and setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and certified by the principal financial or accounting officer of the Company (collectively, the “Quarterly Financial Statements”); (ii) as soon as available and in any event within 85 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Group as of the end of such year, and consolidated statements of income and cash flows of the Group for the year then ended, in each case prepared in conformity with GAAP, applied on a consistent basis, and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and together with a report thereon by either a “big 4” accounting firm or the auditor of IMAX Corp (the “Annual Financial Statements”); (iii) (A) as part of the information provided pursuant to clauses (i) and (ii) above, written confirmation by the principal financial or accounting officer of the Company (1) that the IMAX Agreements have not been amended other than as provided under this Agreement, as applicable, (2) summarizing the gross box office receipts for each IMAX theatre in Greater China, so long as the Company has made reasonable efforts to request and has received such information from the relevant exhibitors, and (3) summarizing the status of system installations pursuant to contracts entered into with any exhibitors in Greater China, and (B) as part of the information provided pursuant to clause (ii) above, a schedule of all payments made in connection with any transactions between any Group Company, on the one hand, and IMAX Corp or any of its Affiliates (other than any Group Company), on the other hand, for such fiscal year, together with ...
Sample 1
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Information Rights; Access 
Sample 1

Related to Information Rights; Access

  • Information Rights So long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder (a) promptly after mailing, copies of all communiques to the shareholders of the Company, (b) within ninety (90) days after the end of each fiscal year of the Company, the annual audited financial statements of the Company certified by independent public accountants of recognized standing and (c) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, the Company's quarterly, unaudited financial statements.

  • Information Access Each Party (“Disclosing Party”) shall make available to another Party (“Requesting Party”) information that is in the possession of the Disclosing Party and is necessary in order for the Requesting Party to: (i) verify the costs incurred by the Disclosing Party for which the Requesting Party is responsible under this Agreement; and (ii) carry out its obligations and responsibilities under this Agreement. The Parties shall not use such information for purposes other than those set forth in this Article 25.1 of this Agreement and to enforce their rights under this Agreement.

  • Passwords and Employee Access Provider shall secure usernames, passwords, and any other means of gaining access to the Services or to Student Data, at a level suggested by Article 4.3 of NIST 800-63-3. Provider shall only provide access to Student Data to employees or contractors that are performing the Services. Employees with access to Student Data shall have signed confidentiality agreements regarding said Student Data. All employees with access to Student Records shall pass criminal background checks.

  • Treatment of Confidential Information (A) Each party agrees that at all times during and after the terms of this Agreement, it shall use, handle, collect, maintain, and safeguard Confidential Information in accordance with (1) the confidentiality and non-disclosure requirements of this Agreement; (2) the GLB Act, as applicable and as it may be amended; and (3) such other Applicable Law, whether in effect now or in the future. (B) Without limiting the foregoing, the Receiving Party shall apply to any Confidential Information at least the same degree of reasonable care used for its own confidential and proprietary information to avoid unauthorized disclosure or use of Confidential Information under this Agreement. (C) Each party further agrees that: (1) The Receiving Party will hold all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement or as otherwise provided for in this Agreement, and consistent therewith, may disclose or provide access to its responsible employees or agents who have a need to know and are under adequate confidentiality agreements or arrangements and make copies of Confidential Information to the extent reasonably necessary to carry out its obligations under this Agreement; (2) Notwithstanding the foregoing, the Receiving Party may release Confidential Information as permitted or required by law or approved in writing by the Disclosing party, which approval shall not be unreasonably withheld and may not be withheld where the Receiving Party may be exposed to civil or criminal liability or proceedings for failure to release such information; (3) Additionally, Ultimus may provide Confidential Information typically supplied in the investment company industry to companies that track or report price, performance or other information regarding investment companies; and (4) The Receiving Party will immediately notify the Disclosing Party of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in any Confidential Information.

  • Trade Secrets and Confidential Information/Company Property Employee reaffirms and agrees to observe and abide by the terms of the Employment Agreement and the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and the restrictive covenants contained therein. Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company.

  • Membership Information The District shall take all reasonable and lawful steps to safeguard the privacy of CSEA members’ personal information, including but not limited to members Social Security Numbers, personal addresses, personal phone number, personal cellular phone number and status as a union member. The District shall take all reasonable and lawful steps to protect employees personal information in response to Public Records Act requests. The District shall use its best efforts to filter out outsiders’ emails to work email address that interfere with and/or disrupt employees work.

  • Trade Secrets and Confidential Information (i) Executive represents and warrants that Executive (A) is not subject to any legal or contractual duty or agreement that would prevent or prohibit Executive from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (B) is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. (ii) Executive agrees that Executive will not (A) use, disclose or reverse engineer Trade Secrets or Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (B) during Executive’s employment with the Company, use, disclose or reverse engineer (1) any confidential information or trade secrets of any former employer or third party or (2) any works of authorship developed in whole or in part by Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (C) upon Executive’s resignation or termination with the Company (1) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Executive’s possession or control or (2) destroy, delete or alter Trade Secrets or Confidential Information without the Company’s prior written consent. (iii) The obligations under this Section 8 shall remain in effect as long as Trade Secrets and Confidential Information constitute trade secrets or confidential information under applicable law. The confidentiality, property and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws and laws concerning fiduciary duties.

  • Listing Information Confidentiality BellSouth will accord <<customer_name>>’s directory listing information the same level of confidentiality that BellSouth accords its own directory listing information, and BellSouth shall limit access to <<customer_name>>’s customer proprietary confidential directory information to those BellSouth employees or agents who are involved in the preparation of listings or directories.

  • HANDLING OF CONFIDENTIAL INFORMATION The Company agrees to undertake the following in relation to IHiS’ Confidential Information: to maintain the same in confidence and to use it only for the Purpose and for no other purpose; not to make any commercial use thereof; not to use the same for the benefit of itself or of any third party other than pursuant to a further agreement with IHiS; not to use the same for the purpose of guiding or conducting a search of any information, materials or sources, whether or not available to the public, for any purpose whatsoever, including without limitation, for the purpose of demonstrating that any information falls within one of the exceptions in Clause 1.1(b); not to copy, reproduce, reverse engineer or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies, reproductions or reductions to writing so made shall be the property of IHiS; not to disclose the Confidential Information whether to its employees or to third parties except in confidence to such of its Representatives who have been informed of the confidential nature thereof and who need to know the same for the Purpose and that: such Representatives are contractually obliged (whether by their contracts of employment or service, or otherwise) not to disclose the same or to use the same otherwise than for the Purpose; and the Company shall enforce such obligations at its expense, and to such extent as may be required by IHiS, in the event of a breach thereof that relates to IHiS' Confidential Information; to ensure the compliance to this NDA (including sub-clauses (a) to (f) above) on the part of its Representatives to whom Confidential Information is disclosed; and to apply to the Confidential Information no lesser security measures and degree of care than those which the Company applies to its own confidential or proprietary information of similar nature, but in no event less than reasonable care, and which the Company warrants as being adequate protection of such information from unauthorised disclosure, copying or use. The Company, as the principal party, shall be responsible and held liable for any breach of this NDA by any of its Representatives. If the Company is uncertain as to whether any information is Confidential Information, the Company shall treat the information as if it was Confidential Information, unless otherwise agreed by IHiS in writing. The Company shall immediately notify IHiS of any unauthorised disclosure or use of the Confidential Information of which the Company becomes aware and will take all steps which IHiS may require in relation to such unauthorised disclosure or use, or to prevent further unauthorised disclosure or use. Notwithstanding the foregoing, the Company shall be entitled to make any disclosure of the Confidential Information as required by law, but shall give IHiS not less than TWO (2) business days' notice of such disclosure and shall consult with IHiS prior to such disclosure with a view to avoiding such disclosure, if legally possible.

  • Confidential System Information HHSC prohibits the unauthorized disclosure of Other Confidential Information. Grantee and all Grantee Agents will not disclose or use any Other Confidential Information in any manner except as is necessary for the Project or the proper discharge of obligations and securing of rights under the Contract. Grantee will have a system in effect to protect Other Confidential Information. Any disclosure or transfer of Other Confidential Information by Xxxxxxx, including information requested to do so by HHSC, will be in accordance with the Contract. If Grantee receives a request for Other Confidential Information, Xxxxxxx will immediately notify HHSC of the request, and will make reasonable efforts to protect the Other Confidential Information from disclosure until further instructed by the HHSC. Grantee will notify HHSC promptly of any unauthorized possession, use, knowledge, or attempt thereof, of any Other Confidential Information by any person or entity that may become known to Grantee. Grantee will furnish to HHSC all known details of the unauthorized possession, use, or knowledge, or attempt thereof, and use reasonable efforts to assist HHSC in investigating or preventing the reoccurrence of any unauthorized possession, use, or knowledge, or attempt thereof, of Other Confidential Information. HHSC will have the right to recover from Grantee all damages and liabilities caused by or arising from Grantee or Grantee Agents’ failure to protect HHSC’s Confidential Information as required by this section.

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