ACCESS AND COOPERATION; DUE DILIGENCE Clause Samples
The "Access and Cooperation; Due Diligence" clause establishes the obligation of one party to provide the other with reasonable access to information, personnel, and facilities necessary for conducting due diligence. In practice, this means the party being evaluated must cooperate by supplying documents, answering questions, and facilitating site visits or interviews as needed for the other party to assess risks or verify representations. This clause is essential for enabling thorough investigation before finalizing a transaction, thereby reducing the risk of undisclosed liabilities or misrepresentations.
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ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of VPI and the Other Founding Companies (including the Underwriters and their counsel) access to all of the COMPANY's sites, properties, books and records and will furnish VPI with such additional financial and operating data and other information as to the business and properties of the COMPANY as VPI or the Other Founding Companies may from time to time reasonably request. The COMPANY will reasonably cooperate with VPI and the Other Founding Companies and their respective representatives, including VPI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required by this Agreement. VPI, NEWCO, the STOCKHOLDERS and the COMPANY shall treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, VPI will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information regarding the COMPANY obtained by such Other Founding Company.
ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as URSI or the Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI and the Founding Companies other than the COMPANY, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. URSI, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Founding Companies other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI will cause each of the Founding Companies other than the COMPANY to enter into a provision similar to this Section 7.1 requiring each such Founding Company to keep confidential any information obtained by such Founding Company.
(ii) Between the date of this Agreement and the Closing Date, URSI will afford to the officers and authorized representatives of the COMPANY access to all of URSI's sites, properties, books and records and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of URSI as the COMPANY may from time to time reasonably request. URSI will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.
ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Funding and Consummation Date, the Company will afford to the officers and authorized representatives of TCI access to all of the Company's sites, properties, books and records and will furnish TCI with such additional financial and operating data and other information as to the business and properties of the Company as TCI may from time to time reasonably request. The Company will cooperate with TCI and its representatives, auditors and counsel in the preparation of any documents or other materials which may be required in connection with any documents or materials required by this Agreement. TCI, Newco, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, TCI will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1.
ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Funding and Consummation Date, the COMPANY will afford to the officers and authorized representatives of METALS and the Other Founding Companies access to all of the COMPANY's sites, properties, books and records and will furnish METALS with such additional financial and operating data and other information as to the business and properties of the COMPANY as METALS or the Other Founding Companies may from time to time reasonably request. The COMPANY will cooperate with METALS and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. METALS, NEWCO, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, METALS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
ACCESS AND COOPERATION; DUE DILIGENCE. (a) From the date hereof until the Closing Date, the Company will (i) afford to the Representatives of IDG reasonable access to all of the key employees, sites, properties, and books and records of the Company and any Company Subsidiary, (ii) provide IDG with such additional financial and operational data and other information relating to the business and properties of the Company and the Company Subsidiaries as IDG may from time to time reasonably request, and (iii) cooperate with IDG and its Representatives in the preparation of any documents or other material that may be required in connection with any Transaction Documents. Each party to this Merger Agreement will treat all Confidential Information obtained by them in connection with the negotiation and performance of this Merger Agreement as confidential in accordance with the provisions of Section 11.13.
(b) Each of the Company and the Selling Stockholders will use their best efforts to secure, as soon as practicable after the date hereof, all approvals or consents of third Persons as may be necessary to consummate the transactions contemplated hereby.
(c) From the date hereof until the Closing Date, IDG will (i) afford to the Representatives of the Company reasonable access to the sites, properties, and books and records of IDG, (ii) provide the Company with such additional financial and operational data and other information relating to the business and properties of IDG as the Company may from time to time reasonably request, and (iii) cooperate with the Company and the Selling Stockholders and their respective Representatives in the preparation of any documents or other material that may be required in connection with any Transaction Documents.
(d) If this Merger Agreement is terminated pursuant to Section 12.01, IDG promptly will return to the Company upon request all written Confidential Information of the Company or any Company Subsidiary that it then possesses or has under its control.
ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Consummation Date, the Company will afford to the officers and authorized representatives of IES reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish IES with such additional financial and operating data and other information as to the business and properties of the Company as IES may from time to time reasonably request. The Company will cooperate with IES, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. IES, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof.
(b) Between the date of this Agreement and the Consummation Date, IES will afford to the officers and authorized representatives of the Company access to all of IES's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other information as to the business and properties of IES as the Company may from time to time reasonably request. IES will cooperate with the Company, its representatives, auditors and counsel in the preparation of any documents or other material
ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Funding and Consummation Date, the Company will afford to the officers and authorized representatives of Home and the Other Founding Companies access to all of the Company's sites, properties, books and records and will furnish Home with such additional financial and operating data and other information as to the business and properties of the Company as Home or the Other Founding Companies may from time to time reasonably request. The Company will cooperate with Home and the Other Founding Companies, its representatives, auditors and counsel in the preparation of any documents or other materials which may be required in connection with any documents or materials required by this Agreement. Home, Newco, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, Home will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1 requiring each such Other Founding Company, its Stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Consummation Date, the Company will afford to the officers and authorized representatives of IES reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish IES with such additional financial and operating data and other information as to the business and properties of the Company as IES may from time to time reasonably request. The Company will cooperate with IES, its representatives, auditors and counsel in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. IES, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Company as confidential in accordance with the provisions of Section 14 hereof.
ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Funding and Consummation Date, the Company will afford to the officers and authorized representatives of LandCARE access to all of the Company's sites, properties, books and records and will furnish LandCARE with such additional financial and operating data and other information as to the business and properties of the Company as LandCARE may from time to time reasonably request. The Company will cooperate with LandCARE and its representatives, auditors and counsel in the preparation of any documents or other materials which may be required in connection with any documents or materials required by this Agreement. LandCARE, Newco, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, LandCARE will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1.
ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of HDS access to all of the COMPANY's key employees, sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY as HDS may from time to time reasonably request. The COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY shall provide reasonable access to the COMPANY's key employees, books, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the COMPANY will not -------- ---- be required to disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholders.
(ii) Between the date of this Agreement and the Closing Date, HDS will afford to the officers and authorized representatives of the COMPANY access to all of HDS's (including HDS's Subsidiaries') sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to ...