Reasonable Access; Confidentiality. (i) The Company shall, and shall cause each of its Subsidiaries to, permit representatives of Buyer (including legal counsel, the Financing Sources and accountants), upon reasonable prior notice to Sellers’ Representative, to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries, to all premises, properties, personnel, books, records (including tax records), Contracts, instruments and documents of or pertaining to the Company and each of its Subsidiaries. Prior to the Closing, without the prior written consent of Sellers’ Representative, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company or any of its Subsidiaries; provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer or its representatives or Affiliates with customers and suppliers of the Company or any of its Subsidiaries in the Ordinary Course of Business unrelated to the transactions contemplated hereby, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property or the Owned Real Property.
(ii) Prior to the Closing Date, the Company shall as promptly as practicable (but in no event later than twenty (20) days following the end of each calendar month) deliver to Buyer a consolidated balance sheet, statement of operations and statement of cash flows for such calendar month (with the first such balance sheet, statement of operations and statement of cash flows to be delivered for the month ended April 30, 2019), together with the underlying trial balances and other supporting documentation for the Company and each of its Subsidiaries, in each case, prepared on a basis consistent with past practice.
(iii) Subject to Section 5(j)(iii), Buyer acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of a non-disclosure agreement, dated as of February 15, 2019, between Buyer and the Company (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Company and its Subsidiaries; provided, however, that Buyer acknowledges that any and all other information provided to it by the Company, any Sel...
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Seller shall give the Buyer and its representatives, upon reasonable advance notice to the Seller, reasonable access, during the Seller’s normal business hours and under the supervision of the Seller’s personnel and in such a manner as not to interfere with the normal operations of the Seller, to the assets, properties, books, records and employees of the Seller and shall permit the Buyer and its representatives to make such inspections as it or they may reasonably require and to furnish the Buyer and its representatives during such period with information relating to the Business as the Buyer and its representatives may from time to time reasonably request.
(b) Any information provided to or obtained by the Buyer in connection with the transactions contemplated by this Agreement shall be subject to the Confidentiality Agreement between the Buyer (or the principal equity holder of the Buyer) and TM Capital Corp., on behalf of the Seller and Global Power (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with, and be subject to the terms of, the Confidentiality Agreement.
(c) The Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth in this Agreement, and such provisions are hereby incorporated into this Agreement by reference.
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Company and its Subsidiaries shall give Investor and its Representatives reasonable access, during normal business hours and upon reasonable advance written notice delivered to the Company’s Chief Executive Officer or Chief Financial Officer, to the assets, properties, books, records, agreements, employees and other personnel, customers, suppliers, vendors, Managed Practices and any other significant business relationships of the Company and its Subsidiaries and shall permit Investor to make such inspections as it may reasonably require and to furnish Investor during such period with all such information relating to the Company and its Subsidiaries as Investor may from time to time reasonably request in writing (for which purposes e-mail shall suffice). Notwithstanding anything to the contrary contained in this Agreement, the Company is not required to provide any information or access that the Company reasonably believes would violate applicable Law, the terms of any confidentiality agreement or confidentiality provision in any Contract to which the Company or any of its Subsidiaries is otherwise bound, the fiduciary duties of the Company’s board of directors, or impact any privilege; provided that the Company shall, with respect to any privileged information that Investor is requesting, promptly upon the request of Investor enter into a common interest agreement with Investor that is in the form of the Common Interest Agreement with respect to such information, and shall thereafter provide such privileged information to Investor; provided, further, that with respect to any such other information, agreements, provisions or facts the Company shall use all reasonable best efforts to provide to Investor (or its agents) a description of such information, agreement, provision or facts and without the express prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Investor shall not contact any Managed Practice or any physicians within a Managed Practice. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Investor if such disclosure would, in the Company’s reasonable discretion, cause significant competitive harm to the Company and its Subsidiaries. For the avoidance of doubt, the failure of the Company to...
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing, Seller shall cause the Company and its Subsidiaries to give Buyer and its representatives, upon reasonable notice to the Company full and complete access to the assets, properties, books, records, agreements and employees and advisors of the Company and its Subsidiaries and shall cause the Company and its Subsidiaries to permit Buyer to make such inspections as it may reasonably require and to furnish Buyer during such period with all such information relating to the Company and its Subsidiaries as Buyer may from time to time reasonably request.
(b) Any information provided to or obtained by Buyer pursuant to paragraph (a) above shall be "Information" as defined under the Confidentiality Agreement, dated September 22, 1998, between the Company and Buyer (the "CONFIDENTIALITY AGREEMENT"), and shall be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement.
(c) Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference.
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing, the Company shall give Buyer and its Representatives, upon reasonable notice to the Company, reasonable access to the assets, properties and books and records of the Company and permit Buyer to make such inspections of the Company as it may reasonably require and to furnish Buyer during such period with such information relating to the Company as Buyer may from time to time reasonably request; provided, however, that such access shall be given to Buyer in a manner consistent with (i) maintaining the confidentiality of the Transactions, (ii) applicable Law and (iii) the existing contractual obligations of the Company, subject to the confidentiality obligations therein.
(b) Buyer agrees that any information provided to or obtained by Buyer pursuant to paragraph (a) above shall be “Evaluation Material” as defined in the Confidentiality and Nondisclosure Agreement dated as of February 22, 2010 among CEI, the Company and Providence Equity Partners, L.L.C. relating to the treatment of Evaluation Material and certain other matters (the “Confidentiality Agreement”), and is to be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. ATC will cause CEI to terminate the Confidentiality Agreement as of the Closing.
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Acquired Companies shall, and TAT and Sellers will cause the Acquired Companies to, (i) give Buyer and its representatives, upon reasonable notice to the Acquired Companies, reasonable access, during normal business hours, to the officers, employees, agents, assets, properties, books, records and agreements of the Acquired Companies, (ii) permit Buyer to make such inspections (but excluding environmental testing and soil or groundwater sampling without the applicable Acquired Company’s prior written consent) as Buyer may reasonably require and (iii) furnish to Buyer during such period all such information relating to the Acquired Companies as Buyer may from time to time reasonably request; provided, that (A) such activities shall not unreasonably disrupt the operations of the Acquired Companies and (B) the Acquired Companies shall have no obligation to make available any information if making such information available may jeopardize any attorney-client or other legal privilege or contravene any applicable Law or Contract (including any confidentiality agreement to which the Acquired Companies or any of their respective Affiliates is a party).
Reasonable Access; Confidentiality. (i) From the date hereof until Closing, Xxxxxxx shall use his best efforts to cause the Company and its subsidiaries to give Xxxxxxxx and its representatives, upon reasonable notice to the Company, full and complete access to the assets, properties, books, records, agreements and employees and advisors of the Company and its subsidiaries (the "Information") and shall use his best efforts to cause the Company and its subsidiaries to permit Xxxxxxxx to make such inspections as it may reasonably require and to furnish Xxxxxxxx during such period with all such information relating to the Company and its subsidiaries as Xxxxxxxx may from time to time reasonably request. Xxxxxxxx'x access to and use of any such Information shall be subject to a confidentiality agreement satisfactory to, and other restrictions imposed by, the Company.
(ii) Xxxxxxxx agrees to use the Information solely for the purpose of evaluating its proposed investment in the Company. Should Xxxxxxxx choose not to exercise the Option, Xxxxxxxx agrees not to use the Information in any manner, and to return all copies of written Information to the Company or Xxxxxxx upon Xxxxxxx'x request.
(iii) Xxxxxxxx further agrees to keep all such Information confidential, provided Xxxxxxxx may disclose the Information to its directors, officers, employees, accountants, attorneys and other advisers who need to know such Information for the purpose of evaluating its proposed investment in the Company (it being understood that all such persons will be advised of the obligation to keep such Information confidential). The foregoing restrictions shall not apply to any Information (a) which is or was generally available to the public from sources other than Xxxxxxxx or its representatives, (b) is or becomes available to Xxxxxxxx from a third party which is not known by Xxxxxxxx to be subject to a confidentiality agreement with Xxxxxxx or the Company, (c) is already in the possession of Xxxxxxxx or developed by Xxxxxxxx without reference to any Information, or (d) which Xxxxxxxx becomes obligated to disclose by any law, regulation or judicial process.
Reasonable Access; Confidentiality. Prior to Closing, Sellers will permit Buyer and its representatives to have access, at all reasonable times and in a manner so as not to interfere with the normal business operations of Sellers, to all premises, properties, personnel, books, records (including Tax records), contracts and documents of or pertaining to Sellers related to the Business and the Acquired Assets. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreements, and without limitation of any kind, Sellers and Buyer and their respective agents and representatives may disclose to any and all Persons (i) the U.S. Tax treatment and U.S. Tax structure (as defined in Treasury Regulations §§ 1.6011-4(c)(8) and (9)) of this Agreement and the transactions contemplated hereby and (ii) all materials of any kind (including opinions and Tax analyses) that are provided to any such party relating to such U.S. Tax treatment and U.S. Tax structure. Further, nothing contained in this Section 8(d) shall be deemed to restrict the disclosure of information to the Official Committee of Unsecured Creditors appointed in the Bankruptcy Cases for its or their confidential use.
Reasonable Access; Confidentiality. Any information provided to or obtained by Buyer pursuant to Section 6.4 will be subject to the Non-Disclosure Agreement dated November 19, 2021 (the “Confidentiality Agreement”), and must be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. The Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference. Notwithstanding the foregoing, the Confidentiality Agreement shall terminate upon the Closing.
Reasonable Access; Confidentiality. (a) From the date of this Agreement until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Seller shall give the Buyer and its officers, directors, employees and other authorized agents and representatives, upon reasonable notice to the Seller, reasonable access, during normal business hours and in a manner so as not to interfere with the normal business operations of the E&PA Business or the Seller, to the assets, properties, books, records, Contracts and employees of the E&PA Business and shall permit the Buyer to make such inspections as it may reasonably require and to furnish the Buyer during such period with all such information relating to the E&PA Business as the Buyer may from time to time reasonably request.
(b) Prior to the Closing Date, any information provided to or obtained by the Buyer pursuant to paragraph (a) above will be subject to the Confidentiality Agreement, dated November 18, 2003, by and between the Seller and Lion (the "CONFIDENTIALITY AGREEMENT"), and must be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. The Buyer agrees to be bound by and comply with the provisions of the Confidentiality Agreement as if such provisions were set forth in this Agreement, and such provisions are hereby incorporated by reference into this Agreement.
