Investigation; Confidentiality. (a) Without in any way limiting or qualifying the representations, warranties and covenants made by Seller herein, Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, ITI and (ii) has had independent legal, financial and technical advice relating to ITI and the terms of this Agreement and the documents to be executed pursuant hereto.
(b) The terms of the letter agreement dated as of June 21, 2002 (the "Confidentiality Agreement") between Xxxxxx, as agent for Seller, and Purchaser are incorporated by reference herein and shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement and the obligations of Purchaser thereunder shall terminate; provided, however, that the Confidentiality Agreement shall not terminate with respect to that portion of the Evaluation Material (as defined in the Confidentiality Agreement) that is described on Exhibit 5.02(b) hereto. If this Agreement, is, for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect thereafter in accordance with its terms.
(c) Following the Closing, Seller agrees to, and will cause its agents, representatives, Affiliates, employees, officers and directors to, (i) treat and hold as confidential (and not disclose or provide access to any Person), in a manner consistent with its practices prior to the date hereof, all information concerning ITI that was previously treated by Seller and its Affiliates as confidential, (ii) in the event that Seller or any such agent, representative, Affiliate, employee, officer or director becomes compelled by Law (including any requirement of the New York Stock Exchange or the Swiss Exchange) to disclose any such information, provide Purchaser with prompt written notice of such requirement so that Purchaser may seek a protective order or other remedy or waive compliance with this Section 5.02(b), and (iii) in the event that such protective order or other remedy is not obtained or is not available, or Purchaser waives compliance with this Section 5.02(b), furnish only that portion of such confidential information that is legally required to be provided and use all reasonable efforts to obtain assurances that confidential treatment will be accorded such information; provided, however, that this sentence shall not apply to any information that, at the time of discl...
Investigation; Confidentiality. (a) From the Original Agreement Date until the Closing or earlier termination of this Agreement, upon reasonable notice and subject to the waiver of confidentiality obligations to third parties, each party hereto will, and will cause its Controlled Affiliates to, (i) permit the other parties hereto and their respective financial advisors and accounting and legal representatives to conduct an investigation and evaluation of (x) in the case of United, Liberty Sub and its business, and (y) in the case of the Liberty Parties, United, New United and their respective Subsidiaries and their respective businesses, (ii) provide such assistance as is reasonably requested and (iii) give access at reasonable times to the properties, books, Contracts, commitments, records and other information of, related to or concerning the businesses, assets, operations and personnel of such Persons. Such access and any information obtained by a party in connection with such investigation shall not affect or in any way limit the effectiveness of any representation, warranty, covenant or agreement made by any other party pursuant to this Agreement or any of the other Transaction Documents.
(b) Each of United and New United agrees that pending consummation in full of the transactions contemplated by this Agreement and the other Transaction Documents, it and its Controlled Affiliates shall, and shall use commercially reasonable efforts to cause their respective directors, officers, employees and authorized representatives to, (i) hold in strict confidence all data and information obtained by any of them pursuant hereto or in connection herewith or in connection with the matters contemplated by the Letter Agreement from the Liberty Parties, any of their respective Affiliates or their respective authorized representatives (unless such information is or otherwise becomes (through no breach of this covenant) public or readily ascertainable from public or published information) and (ii) use all such data and information solely for the purpose of consummating the transactions contemplated hereby and, except as required by applicable Law or legal process or by the rules, regulations or policies of The New York Stock Exchange, The Nasdaq Stock Market, the Stock Market of Euronext Amsterdam or the Australian Stock Exchange shall not, and shall use its diligent efforts to ensure that such directors, officers, employees and authorized representatives do not, disclose such information to others wi...
Investigation; Confidentiality. (a) The Company shall give to Parent and Sub and their respective representatives full access upon reasonable prior notice and during normal business hours, to all officers, employees, agents, attorneys, accountants, assets, properties, books and records of the Company and its Subsidiaries, and shall cause its and its Subsidiaries' officers and independent auditors to furnish to such persons such financial and operating data and other information, including access to the working papers of its independent auditors, with respect to its business and properties and the business and properties of its Subsidiaries as such persons shall from time to time reasonably request; provided, however, that in conducting their investigation, Parent and Sub and such representatives may not interfere unreasonably with the business and operations of the Company and its Subsidiaries. Information obtained pursuant to the immediately preceding sentence shall constitute "Confidential Information" under the Confidentiality Agreement, subject to paragraph 4 of such Agreement. This Section shall supersede the first sentence of paragraph 6 of the Confidentiality Agreement and the Company shall not be entitled to request the return of Confidential Information pursuant to paragraph 3 of such Agreement unless and until this Agreement terminates.
(b) Parent and Sub shall, upon request by the Company, provide the Company, its counsel, accountants and other authorized representatives with such information concerning Parent or Sub as may be reasonably necessary for the Company to ascertain the accuracy and completeness of the information supplied by or on behalf of Parent or Sub for inclusion in the Schedule 14D-1, Schedule 14D-9 and the Proxy Statement and to verify Parent's and Sub's performance of and compliance with their respective representations, warranties and covenants herein contained. Except as and to the extent required by law, the Company shall keep confidential any information furnished to it pursuant to the preceding sentence that is reasonably designated as confidential at the time of delivery.
Investigation; Confidentiality. Between the date of this Agreement and the earlier of the termination of this Agreement in accordance with the provisions of Section 7.1 hereof or the Closing Date, each of Acquisition Co. and Company may, directly and through their representatives, make such investigation of the other party and its Business and Assets as it deems necessary or advisable, but such investigation shall not affect any of the representations and warranties contained herein or in any instrument or document delivered pursuant hereto. In furtherance of the foregoing, each of Acquisition Co. and Company and their representatives shall have reasonable access, during normal business hours after the date hereof, to all properties, books, contracts, commitments and records of the other, and each party shall furnish to the other party and its representatives such financial and operating data and other information as may from time to time be reasonably requested relating to the transactions contemplated by this Agreement. Each party and its management, employees, accountants and attorneys shall cooperate fully with the other and its representatives in connection with such investigation. With respect to information disclosed pursuant to this Section 4.3, the parties hereto shall comply with, and cause their respective representatives to comply with, all of their respective obligations under that certain Mutual Confidentiality Agreement previously executed by Company and Acquisition Co. (the “Confidentiality Agreement”).
Investigation; Confidentiality. 32 6.5 Directors' and Officers' Indemnification and Insurance..............32 6.6
Investigation; Confidentiality. The parties hereto will permit each ------------------------------ other and their financial advisors and accounting and legal representatives to conduct an investigation and evaluation of the businesses included in the Transaction, will provide such assistance as is reasonably requested and will give access at reasonable times to information related to the assets and operations of the businesses included in the Transaction. As promptly as practicable after the execution of this Agreement, NAI shall deliver to UVSG audited consolidated financial statements of each of Publications and TVSM as of the end of the most recently completed fiscal year of each such entity and the end of the preceding fiscal year and for each of the years in the three-year period ended as of the end of the most recently completed fiscal year of each such entity in the form required to be included by UVSG in the proxy statement for its stockholders meeting to approve the Transaction in accordance with federal securities laws and regulations (the "Audited NAI Contributed Entity Financial Statements"). Except to the extent that information provided is in the public domain or is or becomes readily ascertainable from public sources, such information shall be kept in strict confidence. If this Agreement is terminated for any reason, such information and all such documentation with respect thereto and all copies thereof shall be destroyed or returned and all notes, memoranda or other similar documents shall be destroyed or returned.
Investigation; Confidentiality. 7.15 [Reserved]......................................... 7.16 [Reserved.]........................................ 7.17 [Reserved.]........................................ 7.18 [Reserved.]........................................ 7.19 [Reserved.]........................................ 7.20
Investigation; Confidentiality. (a) Purchaser may, prior to the Closing Date, make or cause to be made, such investigation of the business and properties of any Seller and its financial and legal condition as Purchaser deems necessary or advisable to familiarize itself therewith, provided that such investigations shall not unreasonably interfere with normal operations of such Seller. Sellers agree to permit Purchaser and its authorized representatives to have or cause them to be permitted to have, after the date hereof, full access to the premises, books and records of Sellers with reasonable prior notice and at reasonable hours, and the officers of Sellers shall furnish Purchaser with such financial and operating data and other information with respect to Sellers' businesses and properties as Purchaser shall from time to time reasonably request. Sellers agree to permit Purchaser and its authorized representatives to conduct, at Purchaser's expense, an audit of Sellers' books and records, and Sellers will request their auditing firm
Investigation; Confidentiality. (a) AFC agrees to permit Holdings, Bunzl and their authorized representatives to have or cause them to be permitted to have, after the date hereof and until the Effective Time, reasonable access to the premises, books and records of AFC and its Subsidiaries at reasonable hours, and the officers of AFC and its Subsidiaries will furnish Holdings and Bunzl with such financial and operating data and other information with respect to AFC's and its Subsidiaries' businesses and properties and permit Holdings and Bunzl to meet with such AFC employees as Holdings or Bunzl shall from time to time reasonably request; provided that AFC shall be permitted to restrict Bunzl's access to commercially sensitive information regarding any business of AFC. AFC will request its auditing firm to permit Holdings and its representatives, including its auditing firm, to review the work papers of the auditing firm of AFC relating to their examination of the AFC Financial Statements. No investigation by Holdings heretofore or hereafter made shall affect the representations and warranties of AFC, and each such representation and warranty shall survive any such investigation, subject to Section 7.5.
(b) Holdings agrees to permit AFC and its authorized representatives to have or cause them to be permitted to have, after the date hereof and until the Effective Time, such information with respect to Holdings' business as AFC shall from time to time reasonably request.
(c) Except as contemplated by this Agreement or as necessary to carry out the transactions contemplated hereby, all information or documents furnished hereunder shall be subject to the Confidentiality Agreement between Holdings and AFC dated June 25, 1996, and the letter agreement between Xxxxxxx, Xxxxx & Co., on behalf of AFC and Bunzl dated December 13, 1996 (collectively, the "Confidentiality Agreement").
Investigation; Confidentiality. 25 7.1 Access to Information................................................................... 25 --------------------- 7.2 Confidentiality......................................................................... 26 ---------------
