Access and Confidentiality Sample Clauses
The Access and Confidentiality clause governs how parties may access certain information or premises and sets rules for keeping sensitive information private. Typically, it allows one party to review documents, systems, or facilities as needed for due diligence or compliance, while requiring that any non-public or proprietary information obtained is not disclosed to unauthorized third parties. This clause is essential for protecting confidential business information while enabling necessary oversight or collaboration between parties.
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Access and Confidentiality. (a) From the date hereof to the Closing, subject to any Requirement of Law and Sections 6.3(b) and (c), each Party shall, and shall cause its Affiliates to, permit the other Party and its representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably related to the Transactions, to their respective properties, premises, facilities, employees and representatives and books and records, including all computer tapes and similarly stored data, but only to the extent that such access does not unreasonably interfere with the business of Citigroup or ▇▇▇▇ ▇▇▇▇▇ (and their respective Affiliates), as the case may be, and each Party shall direct its employees, agents and representatives, and shall cause its Affiliates and their employees, agents and representatives, to cooperate fully with the other Party and its representatives; provided that the foregoing shall not require (i) either Party or its Affiliates to (A) permit any inspection, or to disclose any information, that would result in the disclosure of any trade secrets of third parties, or any trade secrets of either Party or any of its respective Affiliates unrelated to the Transactions or (B) violate any obligations of either Party or its Affiliates to any third party with respect to confidentiality (provided that the applicable Party shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure) or (ii) any disclosure by a Party or any of its Affiliates that would reasonably be expected, as a result of such disclosure, and after consultation with counsel, to have the effect of causing the waiver of any attorney-client privilege.
(b) From and after the Closing, except in connection with the activities contemplated by the Related Agreements or as provided therein, neither Party shall, and shall cause its respective Affiliates (including, in the case of ▇▇▇▇ ▇▇▇▇▇, the CAM Subsidiaries and, in the case of Citigroup, the PC/CM Subsidiaries) and its Affiliates’ personnel (including each of their accountants, legal advisers and other professional advisers) not to, disclose to any other Person or otherwise use any Confidential Information of the other Party; provided that a Party (or any of its Affiliates) may disclose Confidential Information (i) to the extent required pursuant to the Requirements of Law, in any report, statement, testimony or other submission to any Governmental Authority...
Access and Confidentiality. 15 6.5 Public Announcements.........................................................15 6.6 Expenses.....................................................................15 6.7 Survival of Representations and Warranties and Covenants; Indemnification....
Access and Confidentiality. (a) Until the earlier of the Closing Date and the date on which the Agreement is terminated pursuant to Article 10, Seller shall afford to Purchaser and its officers and authorized agents and representatives reasonable access during normal business hours to the properties, books, records, contracts, documents, files and other information of or relating to the Assets and the Assumed Liabilities; provided, however, that nothing herein shall afford Purchaser the right to review any information to the extent relating solely to loans held by Seller not constituting Loans, including information regarding borrowers, or any information to the extent relating solely to Seller’s other branches, facilities and operations not subject to this Agreement. Seller shall identify to Purchaser, within fifteen (15) calendar days after the date hereof, a group of its salaried personnel (with the necessary expertise and experience to assist Purchaser) that shall constitute a “transition group” who will be available to Purchaser at reasonable times during normal business hours to provide information and assistance in connection with Purchaser’s investigation of matters relating to the Assets, the Assumed Liabilities and transition matters. Such transition group will also work cooperatively to identify and resolve issues arising from any commingling of Records with Seller’s records for its other branches, assets and operations not subject to this Agreement. Seller shall furnish Purchaser with such additional financial and operating data and other information about its business operations at the Branches as may be reasonably necessary for the orderly transfer of the business operations of the Branches, and Purchaser shall be responsible for any documented, out-of-pocket third party costs reasonably incurred by Seller in connection with furnishing such information; provided, however, that nothing herein shall afford Purchaser the right to review any information relating to loans held by Seller not constituting Loans, including information regarding borrowers or any information relating to Seller’s other branches, facilities and operations not subject to this Agreement. Any investigation pursuant to this Section 7.2(a) shall be conducted in such manner as not to unreasonably interfere with the conduct of Seller’s business. Notwithstanding the foregoing, Seller shall not be required to provide access to or disclose information where such access or disclosure would impose an unreasona...
Access and Confidentiality. The Independent Reviewer shall have timely, full, and direct access to all individuals, facilities, data, and documents, including both open and closed sexual assault investigative files, the Independent Reviewer reasonably deems necessary to carry out the duties assigned to the Independent Reviewer by the Agreement. To facilitate his or her work, the Independent Reviewer may conduct on-site visits and assessments without prior notice to the University. The Independent Reviewer will cooperate with the University to access personnel, facilities, and documents in a reasonable manner that, consistent with the Independent Reviewer’s responsibilities, minimizes interference with daily operations, and will not compromise the integrity of any ongoing criminal investigation.
Access and Confidentiality. Any Benchmarker and any Reviewer engaged as part of a Benchmarking Process shall agree in writing to be bound by the applicable confidentiality and security provisions specified in the Master Agreement. Each Party shall cooperate fully with the Benchmarker and shall provide reasonable access to the Benchmarker during such effort to permit Benchmarker to perform the Benchmarking.
Access and Confidentiality. 84. To facilitate his or her work, the Independent Reviewer may conduct on- site visits and assessments. The Independent Reviewer shall have access to all necessary individuals, facilities, and documents, which shall include access to Agreement-related trainings, meetings, and reviews such as High Liability Review Board and Professional Compliance Section reviews. MPD shall notify the Independent Reviewer and DOJ as soon as practicable, and in any case within 8 hours of any critical firearm discharge, arrest of any officer, or any other potentially high-profile serious incident.
85. The City shall ensure that the Independent Reviewer, and DOJ and its agents. have reasonable access to all City staff, employees, critical incident crime scenes, and facilities that the Independent Reviewer, and DOJ and its agents, reasonably deems necessary to carry out the duties assigned to the Independent Reviewer by this Agreement. The Independent Reviewer, and DOJ and its agents, shall cooperate with the City to access people and facilities in a reasonable manner that, consistent with the Independent Reviewer’s responsibilities, minimizes interference with daily operations and shall not compromise the integrity of any ongoing criminal investigation.
86. The City shall ensure that the Independent Reviewer shall have reasonable access to all City staff, employees, facilities, documents, and data that the Independent Reviewer deems necessary to carry out the duties assigned to the Independent Reviewer by this Agreement, except any documents or data protected by the attorney-client privilege or other applicable law. The attorney-client privilege may not be used to prevent the Independent Reviewer from observing reviews, meetings, and trainings such as use of force review boards, disciplinary hearings, or discussions of misconduct complaint investigations. Should the City decline to provide the Independent Reviewer access to specific documents or data based on attorney-client privilege, the City shall inform the Independent Reviewer and DOJ that it is withholding documents or data on this basis and shall provide the Independent Reviewer and DOJ with a log describing the documents or data. The City shall work to ensure that the Independent Reviewer receives all requested documents to the maximum extent allowable by law.
87. The Independent Reviewer and DOJ shall provide the City with reasonable notice of a request for copies of documents. Upon such request, the City shall provi...
Access and Confidentiality. Upon reasonable notice prior to the Closing, the Company shall (and shall cause each of its Subsidiaries to) afford the Purchaser and its representatives reasonable access during normal business hours to its properties books, contracts and records and personnel and advisors and the Company shall (and shall cause each of the Subsidiaries to) furnish promptly to the Purchaser all information concerning its business, properties and personnel as the Purchaser or its representatives may reasonably request, provided that any review will be conducted in a way that will not interfere unreasonably with the conduct of the Company's business.
Access and Confidentiality. (a) From the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, subject to applicable Law and insofar as Seller is able pursuant to the terms of the Final CMA Order, (i) Seller shall, and shall direct the Trayport Companies to, permit Purchasers and their agents and representatives to have reasonable access, during regular business hours and upon reasonable advance notice for purposes reasonably consistent with this Agreement, to the properties, premises, facilities, employees and representatives and books and records of the Trayport Companies (and the Seller, to the extent related to the Sale), and (ii) Seller shall, and shall direct the Trayport Companies to, direct their respective employees, agents and representatives to cooperate fully with Purchasers and their agents and representatives to the extent related to the Sale; provided, however, that nothing herein shall obligate Seller or its Affiliates to take any actions that would (A) unreasonably interrupt the normal course of their businesses or (B) result in any waiver of attorney-client privilege or violate any Laws or the terms of any Contract to which Seller or its Affiliates is a party or to which any of their respective assets are subject; provided, however, that Seller shall give notice to Purchasers of the fact that it is withholding information or documents pursuant to this clause (B) and Seller shall use its commercially reasonable efforts to cause such information or documents to be provided in a manner that would not reasonably be expected to waive such privilege or result in such a violation. Purchasers shall comply, and shall cause its representatives to comply, with all safety, health and security rules applicable to the premises being visited. In each case, Purchasers and their agents and representatives shall comply with the confidentiality obligations contained herein.
Access and Confidentiality. To facilitate its work, the Monitor may conduct on-site visits and assessments without prior notice to the City. The Monitor shall have access to all necessary individuals, facilities, and documents, which shall include access to Agreement-related trainings, meetings, and reviews such as critical incident review and disciplinary hearings. APD shall notify the Monitor as soon as practicable, and in any case within 12 hours, of any critical firearms discharge, in-custody death, or arrest of any officer.
Access and Confidentiality. To facilitate its work, the Joint Compliance Expert may conduct on-site visits and assessments without prior notice to the Town. The Joint Compliance Expert shall have access to all necessary individuals, facilities, and documents, which shall include access to Agreement related trainings, meetings, and reviews such as critical incident reviews; use of force reviews, and disciplinary hearings. EHPD shall notify the Joint Compliance Expert as soon as practicable, and in any case within twelve hours, of any critical firearms discharge, arrest of any officer, or any other potentially high-profile serious incident. 210. The Town shall ensure that the Joint Compliance Expert shall have timely, full and direct access to all of the Town’s staff, employees, and facilities that the Joint Compliance Expert reasonably deems necessary to carry out the duties assigned to the Joint Compliance Expert by this Agreement. The Joint Compliance Expert shall cooperate with the Town to access people and facilities in a reasonable manner that, consistent with the Joint Compliance Expert's responsibilities, minimizes interference with daily operations.