Common use of Purchaser Access; Confidentiality Clause in Contracts

Purchaser Access; Confidentiality. (a) Unless this Agreement is terminated pursuant to Section 11.1 hereof, the Seller will permit (or cause to be permitted) the Purchaser and its representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Funds, the Company and its Subsidiaries and to all premises, properties, personnel, books, records, contracts, and documents pertaining to the Funds, the Company and its Subsidiaries, and will furnish copies of all such books, records, contracts and documents and all financial, operating and other data, and other information as the Purchaser may reasonably request. No investigation by the Purchaser or other information received by the Purchaser pursuant to this Section 7.4 shall operate as a waiver or otherwise affect any representation, warranty, indemnity or other agreement given or made by any of the Seller or the Company hereunder. (b) The Purchaser and the Seller shall, and shall cause their respective Affiliates to, maintain the confidentiality of, and refrain from disclosing or using, any information of a confidential nature relating to the Business, the Company, the Seller, the Purchaser and their Affiliates; provided that these confidentiality obligations, including the restrictions on disclosure and use, shall not apply with respect to any information, to the extent: (a) such information is or becomes publicly known through no act or omission of the Purchaser, the Seller, the Company or their respective Affiliates, employees, members, managers, officers, agents and advisors; (b) such information becomes rightfully known to Purchaser, the Seller or Company or their respective Affiliates from a source other than Purchaser, the Seller or the Company, as the case may be, that does not owe a duty of confidentiality to with respect to such information; (c) the disclosure of such information is approved in writing in advance by Purchaser, the Seller or Company, as the case may be; (d) Purchaser, the Seller or the Company are legally compelled to disclose such information pursuant to applicable law or regulation (but only to the extent so compelled); or (e) such disclosure or use is in connection with the enforcement of this Agreement or any rights hereunder.

Purchaser Access; Confidentiality. (a) Unless this Agreement is terminated pursuant Without the prior written consent of Xxxxxxxxxxx Xxxxx or Xxxxxxxxxxx Xxxxxxx or Xxxxxx Xxxxxxx, neither the Purchaser nor any of its representatives shall contact or attempt to Section 11.1 hereofcontact any employee (other than a Seller or representative of the Company, the Seller will permit Funds or VAM (other than accountants or cause attorneys), or access or attempt to be permitted) the Purchaser and its representatives to have full access at all reasonable timesany premise or property, and in a manner so as not to interfere with the normal business operations of the FundsCompany, the Company and its Subsidiaries and to all premises, properties, personnel, books, records, contracts, and documents pertaining to VAM or the Funds, the Company and its Subsidiaries, and will furnish copies of all such books, records, contracts and documents and all financial, operating and other data, and other information as the Purchaser may reasonably request. No investigation by the Purchaser or other information received by the Purchaser pursuant to this Section 7.4 shall operate as a waiver or otherwise affect any representation, warranty, indemnity or other agreement given or made by any of the Seller or the Company hereunder. (b) The Purchaser Parties hereby agree to be bound, mutatis mutandis, by the terms and conditions of any Confidentiality Agreements between the Seller shall, and shall cause their respective Affiliates to, maintain the confidentiality of, and refrain from disclosing or using, any information of a confidential nature relating to the Business, the Company, the Seller, the Purchaser and their Affiliates; provided that these confidentiality obligations, including the restrictions on disclosure and use, shall not apply with respect to any information, to the extent: (a) such information is or becomes publicly known through no act or omission of the Purchaser, the Seller, the Company or their respective Affiliates, employees, members, managers, officers, agents and advisors; (b) such information becomes rightfully known to Purchaser, the Seller or Company or their respective Affiliates from a source other than Purchaser, the Seller or the CompanyParties hereto, as if such Parties were an original party thereto. The Parties acknowledge that the case may beinformation being provided to each Party, that does not owe a duty of confidentiality to with respect to such information; (c) the disclosure of such information is approved in writing in advance by Purchaserrespectively, the Seller or Company, as the case may be; (d) Purchaser, the Seller or the Company are legally compelled to disclose such information pursuant to applicable law or regulation (but only to the extent so compelled); or (e) such disclosure or use is in connection with the enforcement consummation of the transactions contemplated by this Agreement, the Ancillary Agreements and other Contracts contemplated hereby and is subject to the terms of such Confidentiality Agreements, the terms of which are incorporated herein by reference and shall continue in full force and effect and survive the Closing; provided, however, that, without limiting any of the terms set forth in Sections 7.1 or 7.4, any terms set forth in the Confidentiality Agreement relating to the disclosure of information about or relating to the transactions contemplated by this Agreement shall not survive after the Closing Date and shall be null and void and of no further force or effect. Subject to the other provisions of this Section 7.4(b), if this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreements shall nonetheless continue in full force and effect in accordance with their terms. (c) Subject to the provisions of Section 7.4(b), each of the Parties acknowledges that he or any rights hereunderit remains bound by certain Confidentiality Agreements, between the Purchaser and VAM, dated on about June 2, 2010 (the “Confidentiality Agreements”).

Purchaser Access; Confidentiality. (a) Unless During the period between the Base Date and the earlier of (i) the termination of this Agreement is terminated pursuant to Section 11.1 hereofand (ii) the Closing Date, the Seller Sellers will permit (or cause to be permitted) the Purchaser and its representatives representatives, at Purchaser’s expense, to have full copies of and reasonable access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the FundsCompany, the Company and its Subsidiaries and Glenrock to all premises, properties, personnel, books, records, contracts, and documents pertaining to the FundsCompany, the Company its Subsidiaries and its Subsidiaries, and will furnish copies of all such books, records, contracts and documents and all financial, operating and other data, and other information as the Purchaser may reasonably requestGlenrock. No investigation by the Purchaser or other information received by the Purchaser pursuant to this Section 7.4 shall operate as a waiver or otherwise affect any representation, warranty, indemnity or other agreement given or made by any of the Seller Sellers or the Company hereunder. (b) The Purchaser and the Seller Sellers shall, and shall cause their respective Affiliates to, maintain the confidentiality of, and refrain from disclosing or using, directly or indirectly, any information of a confidential nature relating to the Business, the CompanySellers, the Seller, the Purchaser Company and their Affiliates; respective Affiliates and Subsidiaries, provided that these confidentiality obligations, including the restrictions on disclosure and use, shall not apply with respect to any information, to the extent: (a) such information is or becomes publicly known through no act or omission of the Purchaser, the Seller, the Company Sellers or their respective Affiliates, employees, members, managers, officers, agents and advisors; (b) such information becomes rightfully known to Purchaser, the Seller Purchaser or Company or their respective Affiliates Sellers from a source other than Purchaser, the Seller Purchaser or the CompanySellers, as the case may be, that does not owe a duty of confidentiality to with respect to such information; (c) the disclosure of such information is approved in writing in advance by Purchaser, the Seller or Company, as the case may bePurchaser and Sellers; (d) Purchaser, the Seller Purchaser or the Company Sellers are legally compelled to disclose such information pursuant to applicable law or regulation (but only to the extent so compelled); or (e) such disclosure or use is in connection with the enforcement of this Agreement or any rights hereunder.

Purchaser Access; Confidentiality. (a) Unless this Agreement is terminated pursuant to Section 11.1 hereof, the Active Principal Sellers, and, to the extent that any Exiting Principal Seller has any of the information listed below, will permit (or cause to be permitted) the Purchaser and its representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Funds, the Company and its Subsidiaries and to all premises, properties, personnel, books, records, contracts, and documents pertaining to the Funds, the Company and its Subsidiaries, and will furnish copies of all such books, records, contracts and documents and all financial, operating and other data, and other information as the Purchaser may reasonably request. No investigation by the Purchaser or other information received by the Purchaser pursuant to this Section 7.4 shall operate as a waiver or otherwise affect any representation, warranty, indemnity or other agreement given or made by any of the Seller Sellers or the Company hereunder. (b) The Purchaser and the Seller have entered into a Confidentiality Agreement and they shall, and shall cause their respective Affiliates to, maintain the confidentiality of, and refrain from disclosing or using, any information of a confidential nature relating to the Business, the Company, the SellerSellers, the Purchaser and their AffiliatesAffiliates pursuant to the terms and conditions of such Confidentiality Agreement; provided that these confidentiality obligations, including the restrictions on disclosure and use, shall not apply with respect to any information, to the extent: (a) such information is or becomes publicly known through no act or omission of the Purchaser, the SellerSellers, the Company or their respective Affiliates, employees, members, managers, officers, agents and advisors; (b) such information becomes rightfully known to Purchaser, the Seller Sellers or Company or their respective Affiliates from a source other than Purchaser, the Seller Sellers or the Company, as the case may be, that does not owe a duty of confidentiality to with respect to such information; (c) the disclosure of such information is approved in writing in advance by Purchaser, the Seller Sellers or Company, as the case may be; (d) Purchaser, the Seller Sellers or the Company are legally compelled to disclose such information pursuant to applicable law or regulation (but only to the extent so compelled); or (e) such disclosure or use is in connection with the enforcement of this Agreement or any rights hereunder.

Purchaser Access; Confidentiality. (a) Unless this Agreement is terminated pursuant to Section 11.1 hereofThe Sellers (and, in the case of the Investment Advisor, the Seller Principal Seller) will permit (or cause to be permitted) the Purchaser and its representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the FundsCompany, the Company and its Subsidiaries and the Investment Advisor and to all premises, properties, personnel, books, records, contracts, and documents pertaining to the FundsCompany, its Subsidiaries and the Company and its Subsidiaries, Investment Advisor and will furnish copies of all such books, records, contracts and documents and all financial, operating and other data, and other information as the Purchaser may reasonably request. No investigation by the Purchaser or other information received by the Purchaser pursuant to this Section 7.4 shall operate as a waiver or otherwise affect any representation, warranty, indemnity or other agreement given or made by any of the Seller Sellers or the Company hereunder. (b) The Purchaser Sellers and the Seller Purchaser shall, and shall cause their respective Affiliates to, maintain the confidentiality of, and refrain from disclosing or using, any information of a confidential nature relating to the Sellers, the Business, the CompanyCompany and its Subsidiaries. (c) The Purchaser shall use its reasonable best efforts to provide to the Sellers for their review a draft of the description of the Sellers, the SellerCompany and the Business that is to be incorporated in the filings related to the Initial Equity Offering as soon as reasonably practicable after the date of this Agreement, but in any event no later than 14 days prior to the expected filing of the filings relating to the Initial Equity Offering, and shall incorporate in any such description reasonable comments from the Sellers relating solely to the Sellers, the Company and the Business that the Purchaser receives from the Sellers on or before seven (7) days prior to the expected filing of the filings relating to the Initial Equity Offering. (d) The Purchaser agrees that it shall provide to the Sellers copies of all drafts of the filings relating to the Initial Equity Offering no less than three Business Days prior to the expected filing thereof, and their Affiliatesshall further incorporate in any such filings any and all reasonable comments from the Sellers relating solely to the Sellers, the Company and the Business; provided that these confidentiality obligations, including the restrictions on disclosure and use, shall Purchaser will not apply with respect be obligated to incorporate any information, such comments from a Seller to such draft filings unless such Seller delivers such comments to the extent: (a) Purchaser within one Business Day following such information is or becomes publicly known through no act or omission of the Purchaser, the Seller, the Company or their respective Affiliates, employees, members, managers, officers, agents and advisors; (b) such information becomes rightfully known to Purchaser, the Seller or Company or their respective Affiliates from a source other than Purchaser, the Seller or the Company, as the case may be, that does not owe a duty of confidentiality to with respect to such information; (c) the disclosure ’s receipt of such information is approved in writing in advance by Purchaser, the Seller or Company, as the case may be; (d) Purchaser, the Seller or the Company are legally compelled to disclose copies of such information pursuant to applicable law or regulation (but only to the extent so compelled); or (e) such disclosure or use is in connection with the enforcement of this Agreement or any rights hereunderdraft filings.

Purchaser Access; Confidentiality. (a) Unless this Agreement is terminated pursuant to Section 11.1 hereof, the Seller Sellers will permit (or cause to be permitted) the Purchaser and its representatives to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Funds, the Company and its Subsidiaries and to all premises, properties, personnel, books, records, contracts, and documents pertaining to the Funds, the Company and its Subsidiaries, and will furnish copies of all such books, records, contracts and documents and all financial, operating and other data, and other information as the Purchaser may reasonably request. No investigation by the Purchaser or other information received by the Purchaser pursuant to this Section 7.4 shall operate as a waiver or otherwise affect any representation, warranty, indemnity or other agreement given or made by any of the Seller Sellers or the Company hereunder. (b) The Purchaser and the Seller have entered into a Confidentiality Agreement and they shall, and shall cause their respective Affiliates to, maintain the confidentiality of, and refrain from disclosing or using, any information of a confidential nature relating to the Business, the Company, the SellerSellers, the Purchaser and their AffiliatesAffiliates pursuant to the terms and conditions of such Confidentiality Agreement; provided that these confidentiality obligations, including the restrictions on disclosure and use, shall not apply with respect to any information, to the extent: (a) such information is or becomes publicly known through no act or omission of the Purchaser, the SellerSellers, the Company or their respective Affiliates, employees, members, managers, officers, agents and advisors; (b) such information becomes rightfully known to Purchaser, the Seller Sellers or Company or their respective Affiliates from a source other than Purchaser, the Seller Sellers or the Company, as the case may be, that does not owe a duty of confidentiality to with respect to such information; (c) the disclosure of such information is approved in writing in advance by Purchaser, the Seller Sellers or Company, as the case may be; (d) Purchaser, the Seller Sellers or the Company are legally compelled to disclose such information pursuant to applicable law or regulation (but only to the extent so compelled); or (e) such disclosure or use is in connection with the enforcement of this Agreement or any rights hereunder.