Investigating Party definition
Examples of Investigating Party in a sentence
In furtherance of the foregoing, the Investigating Party shall have reasonable access, during normal business hours after the date hereof, to all properties, books, contracts, commitments and records of each other, and shall furnish to the other and their 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.
The Investigating Party agrees that it will, within ten (10) days of the Investigated Party’s request, re-deliver all copies of the Investigated Party’s Evaluation Material in its possession or that of its Affiliates or Representatives if the Merger does not close as contemplated herein.
The Investigating Party agrees not to disclose or allow disclosure to others of any Evaluation Material, except to such party’s Affiliates or Representatives, in each case, to the extent necessary to permit such Affiliate or Investigating Party Representative to assist such party in connection with the Merger and the transactions contemplated hereunder, or as may be required by Law.
Under no circumstances will an Investigated Party be required to disclose any information to an Investigating Party or publicly if such disclosure would be a violation of applicable Laws.
If any disclosure is so required, then provided a delay will not prevent timely compliance with applicable Laws, the Investigating Party shall consult with the Investigated Party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties.
The Investigating Party and its Representatives will not initiate any communications with any director, officer or employee of the Disclosing Party (other than a Disclosing Party Contact) without the prior written consent of a Disclosing Party Contact.
If Other 578 Party has the right to cure, Other Party may satisfy this contingency by: (1) delivering written notice to Investigating Party within 10 579 days of Investigating Party’s delivery of the Notice of Defects stating Other Party’s election to cure Defects, (2) curing the Defects in a 580 good and workmanlike manner and (3) delivering to Investigating Party a written report detailing the work done within 3 days prior to 581 closing.
Neither the Disclosing Party nor its Representatives make any representation or warranty (express or implied) concerning the completeness or accuracy of the Confidential Information, except pursuant to representations and warranties that may be made to the Investigating Party in a Definitive Agreement if, when, and as executed and subject to such limitations and restrictions as may be specified therein.
In addition, in the event that any Confidential Information is located in a jurisdiction that restricts the transfer of such information to other countries or locations, the Investigating Party will maintain such information within that jurisdiction only, and will not transfer it to any other country or location in a manner that violates such restrictions.
For a period of two years after the date of this Agreement, neither the Investigating Party nor its Representatives will (a) induce or attempt to induce any employee to leave the employ of the Disclosing Party, (b) hire, retain or attempt to hire or retain any employee of the Disclosing Party or (c) in any way interfere with the relationship between the Disclosing Party and any of its employees.