Common use of Information Rights and Access Clause in Contracts

Information Rights and Access. (a) From and after the date hereof, the Company shall (and shall cause each of its Subsidiaries, Representatives and Affiliates to) afford to the Investor, its Affiliates and their respective Representatives reasonable access, upon reasonable notice during normal business hours and in such manner as will not unreasonably interfere with the conduct of the Companies’ respective businesses, to their respective facilities, properties, books, contracts, commitments, records (including information regarding any pending or threatened Proceeding to which any of the Companies is, or reasonably expects to be, a party), key personnel, officers, independent accountants and legal counsel. The Company shall use all commercially reasonable efforts to cause its lessors to cooperate with the Investor, its Affiliates and their respective Representatives in connection with the transactions contemplated by this Agreement. (b) From and after the Auction Termination Date, if this Agreement is the Successful Proposal, the Company shall send or otherwise make available to the Investor, within two Business Days after each meeting of the Board, all written materials sent to Board members by, or on behalf of, the Company. (c) Notwithstanding anything to the contrary herein, the Company shall not be required to deliver to the Investor any information or materials that the Company determines in good faith, in its sole discretion, (i) are subject to a claim of legal privilege, (ii) relate to the relationship or agreements between the Investor and any of the Companies or (iii) would result in a violation of applicable Law. (d) Any information and materials made available to the Investor and its Representatives by the Company and its Representatives under this Agreement, including pursuant to ‎Section 6.01 and ‎Section 6.04, are to be held by the Investor and its Representatives in strict confidence, in accordance with the terms of the Mutual Confidentiality and Non-Disclosure Agreement dated as of April 27, 2009, to which the Investor and the Company are parties. (e) The Company and the Investor agree that, in the event of any disclosure of privileged and confidential information by the Companies to the Investor, the Companies and the Investor have a joint and common interest and accordingly such disclosure shall not constitute waiver of any applicable privilege or publication of any confidence.

Appears in 2 contracts

Samples: Investment Agreement (Republic Airways Holdings Inc), Investment Agreement (Frontier Airlines Holdings, Inc.)

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Information Rights and Access. (a) From and after the date hereof, the Company shall (and shall cause each of its Subsidiaries, Representatives and Affiliates to) afford to the Investor, its Affiliates and their respective Representatives reasonable access, upon reasonable notice during normal business hours and in such manner as will not unreasonably interfere with the conduct of the Companies’ respective businesses, to their respective facilities, properties, books, contracts, commitments, records (including information regarding any pending or threatened Proceeding to which any of the Companies is, or reasonably expects to be, a party), key personnel, officers, independent accountants and legal counsel. The Company shall use all commercially reasonable efforts to cause its lessors to cooperate with the Investor, its Affiliates and their respective Representatives in connection with the transactions contemplated by this Agreement. (b) From and after the Auction Termination Date, if this Agreement is the Successful Proposal, the Company shall send or otherwise make available to the Investor, within two Business Days after each meeting of the Board, all written materials sent to Board members by, or on behalf of, the Company. (c) Notwithstanding anything to the contrary herein, the Company shall not be required to deliver to the Investor any information or materials that the Company determines in good faith, in its sole discretion, (i) are subject to a claim of legal privilege, (ii) relate to the relationship or agreements between the Investor and any of the Companies or (iii) would result in a violation of applicable Law. (d) Any information and materials made available to the Investor and its Representatives by the Company and its Representatives under this Agreement, including pursuant to ‎Section Section 6.01 and ‎Section Section 6.04, are to be held by the Investor and its Representatives in strict confidence, in accordance with the terms of the Mutual Confidentiality and Non-Disclosure Agreement dated as of April 27, 2009, to which the Investor and the Company are parties. (e) The Company and the Investor agree that, in the event of any disclosure of privileged and confidential information by the Companies to the Investor, the Companies and the Investor have a joint and common interest and accordingly such disclosure shall not constitute waiver of any applicable privilege or publication of any confidence.

Appears in 2 contracts

Samples: Investment Agreement (Republic Airways Holdings Inc), Investment Agreement (Frontier Airlines Holdings, Inc.)

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Information Rights and Access. (a) From and after the date hereofExecution Date, each of the Company Majority Owners shall cause HRSN to, and HRSN and HRSN-GP shall (and shall cause each of its Subsidiaries, their respective Representatives and Affiliates to) afford to the InvestorInvestors, its their Affiliates and their respective Representatives reasonable access, upon reasonable notice during normal business hours and in such manner as will not unreasonably interfere with the conduct of the Companies’ their respective businesses, to their respective HRSN’s facilities, properties, books, contracts, commitments, records (including information regarding any pending or threatened Proceeding to which any of the Companies HRSN is, or reasonably expects to be, a party), key personnel, officers, independent accountants and legal counselcounsel to assist in matters with respect to the transition of the business of HRSN to the Investors. The Company In addition, upon reasonable notice by the Investors, HRSN shall use all commercially reasonable efforts to cause its lessors facilitate access to cooperate the Comcast Owner to assist in matters with respect to the Investor, its Affiliates and their respective Representatives in connection with transition of the transactions contemplated by this Agreementbusiness of HRSN to the Investors as of the Closing. (b) From HRSN and after the Auction Termination DateHRSN-GP, if this Agreement is the Successful Proposalas applicable, the Company shall send or otherwise make available to the InvestorInvestors, within two (2) Business Days after each meeting of the Board, all written materials sent to Board members by, or on behalf of, the CompanyHRSN or HRSN-GP. (c) Notwithstanding anything herein to the contrary hereincontrary, HRSN, HRSN-GP and the Company Majority Owners shall not be required to deliver to the Investor Investors any information or materials that the Company such Person determines in good faith, in its sole discretion, (i) are subject to a claim of legal privilege, (ii) relate to the relationship or agreements between the Investor Investors and any of the Companies HRSN, or (iii) would result in a violation of applicable Law. (d) Any information and materials made available to the Investor Investors and its their Representatives by HRSN, HRSN-GP and the Company Majority Owners and its their Representatives under this Agreement, including pursuant to ‎Section 6.01 and ‎Section 6.04, Agreement are to be held by the Investor Investors and its their Representatives in strict confidence, in accordance with the terms of the Mutual Confidentiality and Non-Disclosure Agreement dated as of April 27, 2009, to which the Investor and the Company are partiesAgreement. (e) The Company HRSN, HRSN-GP and the Investor Majority Owners and the Investors unanimously agree that, in the event of any disclosure of privileged and confidential information by the Companies HRSN to the InvestorInvestors, the Companies HRSN and the Investor Investors have a joint and common interest and accordingly such disclosure shall not constitute waiver of any applicable privilege or publication of any confidence.

Appears in 1 contract

Samples: Investment Agreement

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