Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and will cause Natrix to, provide to the Merger Subsidiary and WFM and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and WFM shall from time to time reasonably request. (b) Between the date of this Agreement and the Effective Date, WFM will, and will cause each of the WFM Subsidiaries to, provide to Amrion and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion shall from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of Amrion, whether prepared by WFM or otherwise coming into WFM's possession, shall remain the exclusive property of Amrion and shall be promptly delivered to Amrion upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFM, whether prepared by Amrion or otherwise coming into Amrion's possession, shall remain the exclusive property of WFM and shall be promptly delivered to WFM upon termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Amrion Inc)
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and Nova will cause Natrix to, provide to the Merger Subsidiary and WFM Parent and their accountants, counsel and other authorized representatives reasonable access, access during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM Parent and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and WFM Parent shall from time to time reasonably request. No such examination by Parent or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Nova herein expressed.
(b) Between the date of this Agreement and the Effective Date, WFM Parent will, and will cause each of the WFM Subsidiaries Merger Subsidiary to, provide to Amrion Nova and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion Nova and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion Nova shall from time to time reasonably request. No such examination by Nova or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Parent herein expressed.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of AmrionNova, whether prepared by WFM Parent or otherwise coming into WFMParent's possession, shall remain the exclusive property of Amrion Nova and shall be promptly delivered to Amrion Nova upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMParent, whether prepared by Amrion Nova or otherwise coming into AmrionNova's possession, shall remain the exclusive property of WFM Parent and shall be promptly delivered to WFM Parent upon termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Equitex Inc)
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and FBMS will cause Natrix to, provide to the Merger Subsidiary and WFM Equitex and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM Equitex and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and WFM Equitex shall from time to time reasonably request. No such examination by Equitex or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of FBMS herein expressed.
(b) Between the date of this Agreement and the Effective Date, WFM Equitex will, and will cause each of the WFM Subsidiaries Merger Subsidiary to, provide to Amrion FBMS and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion FBMS and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion FBMS shall from time to time reasonably request. No such examination by FBMS or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Equitex herein expressed.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of AmrionFBMS, whether prepared by WFM Equitex or otherwise coming into WFMEquitex's possession, shall remain the exclusive property of Amrion FBMS and shall be promptly delivered to Amrion FBMS upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMEquitex, whether prepared by Amrion FBMS or otherwise coming into AmrionFBMS's possession, shall remain the exclusive property of WFM Equitex and shall be promptly delivered to WFM Equitex upon termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Equitex Inc)
Inspection and Access to Information. (a) Between Except to the extent prohibited by Law, during the period from the date of this Agreement and to the Effective DateTime or the earlier termination of this Agreement in accordance with Article 10 (the “Pre-Closing Period”), Amrion willthe Company shall afford the officers, and will cause Natrix toattorneys, provide to the Merger Subsidiary and WFM and their accountants, counsel Tax advisors, lenders and other authorized representatives of Parent reasonable access, access upon reasonable notice and during normal business hours to its premisesall personnel, offices, properties, contractsbooks and records of the Company, commitmentsso that Parent may have reasonable opportunity to make such investigation as it shall desire to make of the management, booksbusiness, records properties and other affairs of the Company, and Parent shall be permitted to make abstracts from, or copies of, all such books and records; provided, that (a) Parent and such representatives shall not unreasonably interfere with the business and operations of the Company, (b) the Company shall not be obligated to provide such access or information if doing so would, after entry into a common interest agreement, result in the loss of the protection of attorney-client privilege and (including tax returns filed c) Parent and those its representatives shall not contact directly the employees, customers or suppliers of the Company without the presence or written consent of Xxxxxx Xxxxx, Xxxxx Xxxxxxxxx or Xxxx Xxxxxx although the Company shall cooperate in preparation) and will cause its officers good faith to allow such reasonable access prior to Closing. The Company shall furnish to WFM and the Merger Subsidiary and their authorized representatives Parent such financial, technical financial and operating data and other information pertaining as to its business, the business of the Company as the Merger Subsidiary and WFM Parent shall from time to time reasonably request.
(b) Between Upon receipt of a written request from the date Parent, within 15 days after the end of this Agreement each month ending during the Pre-Closing Period, the Company shall furnish to Parent an unaudited income statement for such month and a balance sheet as of the Effective Dateend of such month, WFM willprepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the financial condition and results of operations of the Company as of the dates thereof and for the periods covered thereby, and will cause each shall be consistent with the books and records of the WFM Subsidiaries to, provide to Amrion and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion shall from time to time reasonably requestCompany.
(c) Each Information obtained by Parent or any of its representatives pursuant to this Agreement shall be subject to the provisions of the parties hereto Confidentiality Agreement, which agreement remains in full force and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available effect except to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each extent it would expressly prohibit Parent from taking any of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of Amrion, whether prepared actions contemplated by WFM or otherwise coming into WFM's possession, shall remain the exclusive property of Amrion and shall be promptly delivered to Amrion upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFM, whether prepared by Amrion or otherwise coming into Amrion's possession, shall remain the exclusive property of WFM and shall be promptly delivered to WFM upon termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (ZAGG Inc)
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Closing Date, Amrion LSI will, and will cause Natrix to, provide to the Merger Subsidiary and WFM and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and WFM shall from time to time reasonably request.
(b) Between the date of this Agreement and the Effective Date, WFM will, and will cause each of the WFM LSI Subsidiaries to, provide to Amrion Mizar and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion Mizar and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion Mizar shall from time to time reasonably request.
(b) Between the date of this Agreement and the Closing Date, Mizar will provide to LSI and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to LSI and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as LSI shall from time to time reasonably request.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger Exchange is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to for any purpose other than in connection with the detriment or competitive disadvantage of the other party heretoExchange. All files, records, documents, information, data and similar items relating to the confidential information of AmrionLSI, whether prepared by WFM Mizar or otherwise coming into WFMMizar's possession, shall remain the exclusive property of Amrion LSI and shall be promptly delivered to Amrion LSI upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMMizar, whether prepared by Amrion LSI or otherwise coming into AmrionLSI's possession, shall remain the exclusive property of WFM Mizar and shall be promptly delivered to WFM Mizar upon termination of this Agreement.
Appears in 1 contract
Inspection and Access to Information. (a) Between Subject to Applicable Laws, from the date hereof until the earlier of the Closing Date or the termination of this Agreement and pursuant to Article VIII, the Effective Date, Amrion Company will, and will cause Natrix its Subsidiaries and its officers, directors, stockholders, employees, auditors and agents to, provide to the Merger Subsidiary Parent and WFM and their its accountants, counsel investment bankers, lenders, counsel, consultants and other authorized representatives reasonable full access, during normal business hours and under reasonable circumstances, to its such premises, propertiesemployees, contracts, commitments, books, books and records and other information (properties of the Company and its Subsidiaries and to all construction locations where either of Bully 1 or Bully 2 or any of their equipment are being constructed as Parent may reasonably request, including tax returns filed all monthly and those in preparation) quarterly balance sheets and statements of income and cash flows of the Company and its Subsidiaries, and will cause the officers of the Company and its officers Subsidiaries to furnish to WFM Parent and the Merger Subsidiary its authorized representatives, promptly upon request therefor, any and their authorized representatives such all financial, technical and operating data and other information pertaining to the Company and its Subsidiaries, including copies thereof, and otherwise reasonably cooperate with the conduct of due diligence by Parent and its authorized representatives and facilitate the integration of the business of the Company and its Subsidiaries with Parent’s business; provided that such access shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries; and provided further that the foregoing shall not require the Company or any of its Subsidiaries (a) to permit any inspection, as or to disclose any information, that in the Merger Subsidiary and WFM shall from time reasonable judgment of the Company would violate any Applicable Laws (including antitrust laws of the United States) or any of its obligations with respect to time confidentiality, (b) to disclose any privileged information of the Company or any of its Subsidiaries in a manner that is reasonably requestexpected to result in the loss of such privilege or (c) to permit or allow Parent to conduct any form of invasive environmental test or procedure, involving any properties or facilities of the Company or any of its Subsidiaries.
(b) Between the date of this Agreement At Parent’s sole cost, Parent may place not more than two persons on board any Vessel and the Effective Date, WFM will, and will cause not more than four persons in each of the WFM Subsidiaries to, provide shipyards at which construction of the Bully 1 and construction of the Bully 2 are ongoing for familiarization purposes and without interfering with any Vessel’s or the shipyard’s operation. Parent’s representatives shall sign the Company’s standard indemnity declaration prior to Amrion and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those embarkation on any Vessel or arrival in preparation) and will cause its officers to furnish to Amrion and its authorized representatives such financial, technical and operating data and other information pertaining to its businessthe port of destination, as Amrion shall from time the case may be. Neither the Company, nor any of its Subsidiaries will have any liability or responsibility whatsoever for any injury to time reasonably request.
(c) Each or death of Parent’s representatives, or any loss or damage to any property of Parent’s representatives, Parent or any of Parent’s Subsidiaries that is taken by Parent’s representatives on board a Vessel or into the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired shipyard pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of Amrion, whether prepared by WFM or otherwise coming into WFM's possession, shall remain the exclusive property of Amrion and shall be promptly delivered to Amrion upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFM, whether prepared by Amrion or otherwise coming into Amrion's possession, shall remain the exclusive property of WFM and shall be promptly delivered to WFM upon termination of this AgreementSection.
Appears in 1 contract
Inspection and Access to Information. (a) Between During the period commencing on the date of this Agreement hereof and ending on the Effective Closing Date, Amrion willthe Company shall (and shall cause its officers, Subsidiaries, directors, employees, auditors and will cause Natrix agents to, ) provide to the Merger Subsidiary Purchaser and WFM and their its accountants, counsel investment bankers, counsel, environmental consultants and other authorized representatives reasonable access, during normal business reasonable hours and under reasonable circumstances, to any and all of its premises, properties, contracts, commitments, books, records and other information of the Company and each Subsidiary (including tax returns Tax Returns filed and those in preparation) of the Company, its Subsidiaries and will their Affiliates and shall cause its officers to furnish to WFM the Purchaser and the Merger Subsidiary its authorized representatives, promptly upon request therefor, any and their authorized representatives such all financial, technical and operating data and other information pertaining to its businessthe Company, as the Merger any Subsidiary and WFM the Business and otherwise reasonably cooperate with the conduct of due diligence by the Purchaser and its representatives. Notwithstanding the foregoing, during the period commencing on the date hereof and ending on the Closing Date, except as provided under Section 7.11, neither the Purchaser nor any of its representatives shall from time to time reasonably requestcontact any of the employees, customers or suppliers of the Company or any of the Subsidiaries or any of their Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail, electronic mail or other means of communication, without the authorization of the Majority Shareholder.
(b) Between For a period of seven (7) years from the date of this Agreement and the Effective Closing Date, WFM willthe Purchaser agrees to, and will shall cause each the Acquired Companies to (i) use best efforts to hold (and not to destroy or dispose) the books and records of the WFM Subsidiaries toCompany and each Subsidiary relating to the period prior to the Closing in accordance with and to the extent required by applicable Laws, provide to Amrion Contract requirements and document retention practices generally followed by the Purchaser and its accountantsAffiliates for similar types of books and records and (ii) upon prior notice by the Majority Shareholder to the Purchaser which sets forth a legitimate purpose, counsel afford the Majority Shareholder, the Majority Shareholder’s Affiliates and other authorized representatives reasonable accesstheir respective agents and representatives, during normal business reasonable hours and under reasonable circumstances, reasonable access to its premises, properties, contracts, commitments, books, such books and records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion shall from time to time reasonably request.
(c) Each the employees of the parties hereto Acquired Companies and the Purchaser to the extent that such access may be requested for any such legitimate purpose. The Majority Shareholder will bear all out-of-pocket costs and expenses incurred by the Purchaser or the Acquired Companies, and their respective representatives affiliates, employees, directors and officers in connection with any such request or access. Notwithstanding the foregoing, such access rights shall maintain not apply in connection with any litigation or arbitration between the confidentiality of all information (other than information which is generally available Parties related to the public) concerning the other parties hereto acquired pursuant to or initiated in connection with this Agreement or the transactions contemplated hereby hereby, and in such case, nothing shall be construed to require the event that the Merger is not consummated. Each Purchaser to afford any rights of the parties hereto and their representatives shall not use such information so obtained access to any Person except to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of Amrion, whether prepared extent required by WFM or otherwise coming into WFM's possession, shall remain the exclusive property of Amrion and shall be promptly delivered to Amrion upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFM, whether prepared by Amrion or otherwise coming into Amrion's possession, shall remain the exclusive property of WFM and shall be promptly delivered to WFM upon termination of this AgreementLaw.
Appears in 1 contract
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and CADI will cause Natrix to, provide to the Merger Subsidiary and WFM MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM MEDY and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and WFM MEDY shall from time to time reasonably request.
(b) Between the date of this Agreement and the Effective Date, WFM MEDY will, and will cause each of the WFM Subsidiaries Merger Subsidiary to, provide to Amrion CADI, the CADI Shareholders, and its their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion CADI and its the CADI Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion shall CADI or any CADI Shareholder may from time to time reasonably request.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummatedcompleted. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party heretoobtained. All files, records, documents, information, data and similar items relating to the confidential information of AmrionCADI, whether prepared by WFM MEDY or otherwise coming into WFMMEDY's possession, shall remain the exclusive property of Amrion CADI and shall be promptly delivered to Amrion CADI, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMMEDY, whether prepared by Amrion CADI or otherwise coming into AmrionCADI's possession, shall remain the exclusive property of WFM MEDY and shall be promptly delivered to WFM MEDY, together with all copies thereof, upon termination of this Agreement.
Appears in 1 contract
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and IPS will cause Natrix to, provide to the Merger Subsidiary CADI and WFM MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM MEDY and the Merger Subsidiary CADI and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary CADI and WFM MEDY shall from time to time reasonably request.
(b) Between the date of this Agreement and the Effective Date, WFM MEDY will, and will cause each of the WFM Subsidiaries CADI to, provide to Amrion IPS, the IPS Shareholders, and its their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion IPS and its the IPS Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion shall IPS or any IPS Shareholder may from time to time reasonably request.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummatedcompleted. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party heretoobtained. All files, records, documents, information, data and similar items relating to the confidential information of AmrionIPS, whether prepared by WFM MEDY or otherwise coming into WFMMEDY's possession, shall remain the exclusive property of Amrion IPS and shall be promptly delivered to Amrion IPS, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMMEDY, whether prepared by Amrion IPS or otherwise coming into AmrionIPS's possession, shall remain the exclusive property of WFM MEDY and shall be promptly delivered to WFM MEDY, together with all copies thereof, upon termination of this Agreement.
Appears in 1 contract
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and Key will cause Natrix to, provide to the Merger Subsidiary and WFM Parent and their accountants, counsel and other authorized representatives reasonable access, access during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM Parent and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and WFM Parent shall from time to time reasonably request. No such examination by Parent or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Key herein expressed.
(b) Between the date of this Agreement and the Effective Date, WFM Parent will, and will cause each of the WFM Subsidiaries Merger Subsidiary to, provide to Amrion Key and its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion Key and its authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion Key shall from time to time reasonably request. No such examination by Key or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Parent herein expressed.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummated. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of AmrionKey, whether prepared by WFM Parent or otherwise coming into WFMParent's possession, shall remain the exclusive property of Amrion Key and shall be promptly delivered to Amrion Key upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMParent, whether prepared by Amrion Key or otherwise coming into AmrionKey's possession, shall remain the exclusive property of WFM Parent and shall be promptly delivered to WFM Parent upon termination of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Equitex Inc)
Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, Amrion will, and CDS will cause Natrix to, provide to the Merger Subsidiary CADI and WFM MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to WFM MEDY and the Merger Subsidiary CADI and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary CADI and WFM MEDY shall from time to time reasonably request.
(b) Between the date of this Agreement and the Effective Date, WFM MEDY will, and will cause each of the WFM Subsidiaries CADI to, provide to Amrion CDS, the CDS Shareholders, and its their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to Amrion CDS and its the CDS Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as Amrion shall CDS or any CDS Shareholder may from time to time reasonably request.
(c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not consummatedcompleted. Each of the parties hereto and their representatives shall not use such information so obtained to the detriment or competitive disadvantage of the other party heretoobtained. All files, records, documents, information, data and similar items relating to the confidential information of AmrionCDS, whether prepared by WFM MEDY or otherwise coming into WFMMEDY's possession, shall remain the exclusive property of Amrion CDS and shall be promptly delivered to Amrion CDS, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of WFMMEDY, whether prepared by Amrion CDS or otherwise coming into AmrionCDS's possession, shall remain the exclusive property of WFM MEDY and shall be promptly delivered to WFM MEDY, together with all copies thereof, upon termination of this Agreement.
Appears in 1 contract