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.
Appears in 10 contracts
Sources: Agreement and Plan of Reorganization (United Road Service Inc), Merger Agreement (United Road Service Inc), Merger Agreement (United Road Service Inc)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI HOLDING and the Other Founding Companies other than the COMPANY access (including, without limitation, their respective counsel) reasonable access, during normal business hours and upon prior written notice, to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI HOLDING 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 HOLDING or the Other Founding Companies other than the COMPANY may from time to time reasonably requestrequest in connection with and related to the transactions contemplated by this Agreement and the Registration Statement. The COMPANY will cooperate with URSI HOLDING and the Other Founding Companies other than the COMPANY, its and their respective representatives, including HOLDING's auditors and counsel 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 the transactions contemplated by this Agreement. URSIHOLDING, 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 other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI HOLDING will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding CompanyCompany and to provide the COMPANY with reasonable access and information as will be provided by the COMPANY pursuant to this Section 7.1(a).
(iib) Between the date of this Agreement and the Closing Date, URSI HOLDING will afford to the officers and authorized representatives of the COMPANY reasonable access during normal business hours and upon prior written notice to all of URSIHOLDING's and NEWCO'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 HOLDING and NEWCO as the COMPANY may from time to time reasonably request. URSI HOLDING and NEWCO 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 the transactions contemplated 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.
Appears in 9 contracts
Sources: Merger Agreement (Enfinity Corp), Merger Agreement (Enfinity Corp), Merger Agreement (Enfinity Corp)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Consummation Date, the COMPANY Company will afford to the officers and authorized representatives of URSI Pentacon and the Other Founding Companies other than the COMPANY access to all of the COMPANYCompany's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI Pentacon with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) Company as URSI Pentacon or the Other Founding Companies may from time to time reasonably request; provided, however, that the Company shall not prior to the Closing Date be required to disclose to the Other Founding Companies, and Pentacon shall not without first obtaining the written approval of the Company disclose to the Other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's suppliers on a supplier-by-supplier basis. The Company will cooperate with Pentacon, its representatives, auditors and counsel and the Other Founding Companies in the preparation of any documents or other than material which may be required in connection with any documents or materials required by this Agreement. Pentacon, Newco, the COMPANY 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, Pentacon will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1(a) 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.
(b) Between the date of this Agreement and the Consummation Date, Pentacon will afford to the officers and authorized representatives of the Company and the Stockholders access to all of Pentacon's and Newco'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 Pentacon and Newco as the Company may from time to time reasonably request. The COMPANY Pentacon and Newco will cooperate with URSI and the Founding Companies other than the COMPANYCompany, 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 The 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.
Appears in 8 contracts
Sources: Merger Agreement (Pentacon Inc), Merger Agreement (Pentacon Inc), Merger Agreement (Pentacon Inc)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI CTS and the Other Founding Companies other than the COMPANY access during business hours to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI CTS 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 CTS or the Other Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI CTS and the Other Founding Companies other than the COMPANY, its and their respective representatives, including CTS's auditors and counsel 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 the transactions contemplated by this Agreement. URSICTS, 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 other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI CTS will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI CTS will afford to the officers and authorized representatives of the COMPANY access during business hours to all of URSICTS's and NEWCO'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 CTS and NEWCO as the COMPANY may from time to time reasonably request. URSI CTS and NEWCO 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 the transactions contemplated 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.
Appears in 6 contracts
Sources: Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP), Merger Agreement (Condor Technology GRP)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY Company will afford to the officers officers, directors and authorized representatives of URSI and the Founding Companies other than the COMPANY Clarant reasonable access during normal business hours to all of the COMPANYCompany's (including the COMPANY's and its Subsidiaries) key employees, ' sites, properties, books and records and will furnish URSI Clarant with such additional financial and operating data and other information as to the business Business and properties and assets of the COMPANY (including the COMPANY's Subsidiaries) Company and its Subsidiaries as URSI or the Founding Companies other than the COMPANY Clarant may from time to time reasonably request. The COMPANY Company will cooperate with URSI Clarant and the Founding Companies other than the COMPANY, its representatives, including Clarant's auditors and counsel 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 the transactions contemplated by this Agreement. URSIClarant, Newco, the STOCKHOLDERS Stockholders and the COMPANY Company and its Subsidiaries 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 other than the COMPANY as confidential in accordance with the provisions of Section Article 14 hereof. In addition, URSI Clarant will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI Clarant will afford to the officers and authorized representatives of the COMPANY Company access to all of URSIClarant's and Newco's sites, properties, books and records and will furnish the COMPANY Company with such additional financial and operating data and other information as to the business Business and properties of URSI Clarant and Newco as the COMPANY Company may from time to time reasonably request. URSI Clarant and Newco will cooperate with the COMPANYCompany, 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 the transactions contemplated by this Agreement. The COMPANY Company and the Stockholders 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 Article 14 hereof.
Appears in 2 contracts
Sources: Agreement and Plan of Organization (Luminant Worldwide Corp), Agreement and Plan of Organization (Luminant Worldwide Corp)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI CTS and the Other Founding Companies other than the COMPANY access during business hours to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI CTS 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 CTS or the Other Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI CTS and the Other Founding Companies other than the COMPANY, its and their respective representatives, including CTS's auditors and counsel 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 the transactions contemplated by this Agreement. URSICTS, NEWCO, the STOCKHOLDERS STOCKHOLDER 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 other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI CTS will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI CTS will afford to the officers and authorized representatives of the COMPANY access during business hours to all of URSICTS's and NEWCO'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 CTS and NEWCO as the COMPANY may from time to time reasonably request. URSI CTS and NEWCO 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 the transactions contemplated 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.
Appears in 2 contracts
Sources: Agreement and Plan of Organization (Condor Technology GRP), Agreement and Plan of Organization (Condor Technology GRP)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Consummation Date, the COMPANY Company will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY Pentacon access to all of the COMPANYCompany's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI Pentacon with such additional financial and operating data and other information as to the business and properties of the COMPANY (including Company as Pentacon may from time to time reasonably request; provided, however, that the COMPANYCompany shall not prior to the Closing Date be required to disclose to the Other Founding Companies, and Pentacon shall not without first obtaining the written approval of the Company disclose to the Other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's Subsidiaries) as URSI suppliers on a supplier-by-supplier basis. The Company will cooperate with Pentacon, its representatives, auditors and counsel and the Other Founding Companies in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. Pentacon, Newco, the Stockholder 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, Pentacon will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1(a) 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.
(b) Between the date of this Agreement and the Consummation Date, Pentacon will afford to the officers and authorized representatives of the Company and the Stockholder access to all of Pentacon's and Newco's sites, properties, books and records and will furnish the Company with such additional financial and operating data and other than information as to the COMPANY business and properties of Pentacon and Newco as the Company may from time to time reasonably request. The COMPANY Pentacon and Newco will cooperate with URSI and the Founding Companies other than the COMPANYCompany, 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 The 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.
Appears in 2 contracts
Sources: Merger Agreement (Pentacon Inc), Merger Agreement (Pentacon Inc)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between From the date of this Agreement and until the IPO Closing Date, the COMPANY Company, for the benefit of OEI and each Other Founding Company, will (i) afford to the officers Representatives of OEI and authorized representatives of URSI and the each Other Founding Companies other than the COMPANY Company reasonable access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records of each of the Company and will furnish URSI the Company Subsidiaries, (ii) provide OEI with such additional financial and operating data and other information as relating to the business and properties of each of the COMPANY (including Company and the COMPANY's Subsidiaries) Company Subsidiaries as URSI OEI or the any Other Founding Companies other than the COMPANY Company may from time to time reasonably request. The COMPANY will , and (iii) cooperate with URSI OEI and the each Other Founding Companies other than the COMPANY, its representatives, auditors Company and counsel their respective Representatives in the preparation of any documents or other material which may be required in connection with any documents Transaction Documents or materials required by this Agreementany Other Transaction Documents. URSI, the STOCKHOLDERS Each Stockholder and the COMPANY Company agree, for the benefit of OEI and each Other Founding Company, that they will treat all information Confidential Information obtained by them in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the each Other Founding Companies other than the COMPANY Company as confidential in accordance with the provisions of Section 14 hereof11.01. In addition, URSI OEI will cause each of the Other Founding Companies other than the COMPANY Company to enter into a provision similar identical to this Section 7.1 requiring 6.02 to require each such Other Founding Company to keep confidential any information Confidential Information respecting any of the Company and the Company Subsidiaries obtained by such that Other Founding Company.
(iib) Between Each of the Company and the Stockholders will use its best efforts to secure, as soon as practicable after the execution of this Agreement, all approvals or consents of third Persons as may be necessary to consummate the transactions contemplated hereby.
(c) From the date of this Agreement and hereof until the IPO Closing Date, URSI OEI and Newco will (i) afford to the officers and authorized representatives Representatives of the COMPANY Company and the Stockholders access to all of URSI's sites, properties, books and records of OEI and will furnish Newco, (ii) provide the COMPANY Company with such additional financial and operating data and other information as relating to the business and properties of URSI OEI and Newco as the COMPANY Company or any Stockholder may from time to time reasonably request. URSI will , and (iii) cooperate with the COMPANY, its representatives, engineers, auditors Company and counsel the Stockholders and their respective Representatives 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 Transaction Documents.
(d) If this Agreement is terminated pursuant to be treated as confidential in accordance with Section 12.01, OEI promptly will return all written Confidential Information of the provisions of Section 14 hereofCompany it then possesses to the Company.
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY Company will afford to the officers officers, directors and authorized representatives of URSI and the Founding Companies other than the COMPANY Clarant reasonable access during normal business hours to all of the COMPANYCompany's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI Clarant with such additional financial and operating data and other information as to the business Business and properties and assets of the COMPANY (including the COMPANY's Subsidiaries) Company as URSI or the Founding Companies other than the COMPANY Clarant may from time to time reasonably request. The COMPANY Company will cooperate with URSI Clarant and the Founding Companies other than the COMPANY, its representatives, including Clarant's auditors and counsel 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 the transactions contemplated by this Agreement. URSIClarant, Newco, the STOCKHOLDERS Members and the COMPANY 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 other than the COMPANY as confidential in accordance with the provisions of Section Article 14 hereof. In addition, URSI Clarant will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its members, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI Clarant will afford to the officers and authorized representatives of the COMPANY Company access to all of URSIClarant's and Newco's sites, properties, books and records and will furnish the COMPANY Company with such additional financial and operating data and other information as to the business Business and properties of URSI Clarant and Newco as the COMPANY Company may from time to time reasonably request. URSI Clarant and Newco will cooperate with the COMPANYCompany, 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 the transactions contemplated by this Agreement. The COMPANY Company and the Members 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 Article 14 hereof.
Appears in 1 contract
Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY AES will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY NDI access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records of AES and the AES Subsidiaries (at which AES may have its representatives present) and will furnish URSI NDI with such additional financial and operating data and other information as to the business and properties of AES and the COMPANY (including the COMPANY's Subsidiaries) AES Subsidiaries as URSI or the Founding Companies other than the COMPANY NDI may from time to time reasonably request. The COMPANY AES STOCKHOLDERS and AES will cooperate with URSI NDI, its agents, representatives, accountants, auditors and counsel in the preparation of any documents or other material which may be required in connection with this Agreement. NDI will treat and cause the treatment of all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect hereto as confidential in accordance with the provisions of Section 12 hereof. If, for any reason, no Closing occurs under this Agreement, all such information will be returned to AES.
(b) Between the date of this Agreement and the Founding Companies Closing Date, NDI will afford to the officers and authorized representatives of AES access to all sites, properties, books and records of NDI and the NDI Subsidiaries (at which NDI may have its representatives present) and will furnish AES with such additional financial and operating data and other than information as to the COMPANYbusiness and properties of NDI and the NDI Subsidiaries as AES may from time to time reasonably request. NDI will cooperate with AES, its agents, representatives, accountants, 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 AES will treat and cause the treatment of 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 12 hereof. In additionIf for any reason, 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 no 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 occurs under this Agreement. The COMPANY , all such information will cause all information obtained in connection with the negotiation and performance of this Agreement be returned to be treated as confidential in accordance with the provisions of Section 14 hereofNDI.
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between From the date of this Agreement and hereof until the Closing Date, the COMPANY Company will (i) afford to the officers and authorized representatives Representatives of URSI and the Founding Companies other than the COMPANY IDG reasonable access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, and books and records of the Company and will furnish URSI any Company Subsidiary, (ii) provide IDG with such additional financial and operating operational data and other information as relating to the business and properties of the COMPANY (including Company and the COMPANY's Subsidiaries) Company Subsidiaries as URSI or the Founding Companies other than the COMPANY IDG may from time to time reasonably request. The COMPANY will , and (iii) cooperate with URSI IDG and the Founding Companies other than the COMPANY, its representatives, auditors and counsel Representatives in the preparation of any documents or other material which that may be required in connection with any documents Transaction Documents or materials required by this Agreementany Companion Transaction Documents. URSI, the STOCKHOLDERS Each Selling Stockholder and the COMPANY Company will treat all information Confidential Information obtained by them in connection with the negotiation and performance of this Acquisition Agreement or the due diligence investigations conducted with respect to the each Other Founding Companies other than the COMPANY 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 Company11.14.
(iib) Between 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 this Agreement and third Persons as may be necessary to consummate the transactions contemplated hereby.
(c) From the date hereof until the Closing Date, URSI IDG will (i) afford to the officers and authorized representatives Representatives of the COMPANY Company and the Selling Stockholders access to all of URSI's the sites, properties, and books and records of IDG and will furnish any IDG Subsidiary, (ii) provide the COMPANY Company with such additional financial and operating operational data and other information as relating to the business and properties of URSI IDG and any IDG Subsidiary as the COMPANY Company or any Selling Stockholder may from time to time reasonably request. URSI will , and (iii) cooperate with the COMPANY, its representatives, engineers, auditors Company and counsel the Selling Stockholders and their respective Representatives in the preparation of any documents or other material which that may be required in connection with any documents Transaction Documents.
(d) If this Acquisition Agreement is terminated pursuant to Section 12.01, IDG promptly will return to the Company all written Confidential Information of the Company or materials required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance any Company Subsidiary it or any of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereofits Representatives then possesses or has under their respective control.
Appears in 1 contract
Sources: Uniform Provisions for the Acquisition of Founding Companies (Industrial Distribution Group Inc)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between From the date of this Agreement and until the earlier to occur of the IPO Closing DateDate or a termination of this Agreement under Article XII, the COMPANY Company, for the benefit of TMI and each Other Founding Company, will (i) afford to the officers Representatives of TMI and authorized representatives of URSI and the each Other Founding Companies other than the COMPANY Company reasonable access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records of each of the Company and will furnish URSI the Company Subsidiaries, (ii) provide TMI with such additional financial and operating data and other information as relating to the business and properties of each of the COMPANY (including Company and the COMPANY's Subsidiaries) Company Subsidiaries as URSI TMI or the any Other Founding Companies other than the COMPANY Company may from time to time reasonably request. The COMPANY will , and (iii) cooperate with URSI TMI and the each Other Founding Companies other than the COMPANY, its representatives, auditors Company and counsel their respective Representatives in the preparation of any documents or other material which may be required in connection with any documents Transaction Documents or materials required by this Agreementany Other Transaction Documents. URSI, the STOCKHOLDERS Each Stockholder and the COMPANY Company agree, for the benefit of TMI and each Other Founding Company, that they will treat all information Confidential Information obtained by them in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the each Other Founding Companies other than the COMPANY Company as confidential in accordance with the provisions of Section 14 hereof11.01. In addition, URSI TMI will cause each of the Other Founding Companies other than the COMPANY Company to enter into a provision similar to this Section 7.1 requiring 6.02 to require each such Other Founding Company to keep confidential any information Confidential Information respecting any of the Company and the Company Subsidiaries obtained by such that Other Founding Company.
(iib) Between Each of the Company and the Stockholders will use its best efforts to secure, as soon as practicable, of this Agreement, all approvals or consents of third Persons as may be necessary to consummate the transactions contemplated hereby.
(c) From the date hereof and until the earlier to occur of the IPO Closing Date or a termination of this Agreement under Article XII, TMI and the Closing Date, URSI Newco will (i) afford to the officers and authorized representatives Representatives of the COMPANY Company and the Stockholders access to all of URSI's sites, properties, books and records of TMI and will furnish Newco, (ii) provide the COMPANY Company with such additional financial and operating data and other information as relating to the business and properties of URSI TMI and Newco as the COMPANY Company or any Stockholder may from time to time reasonably request. URSI will , and (iii) cooperate with the COMPANY, its representatives, engineers, auditors Company and counsel the Stockholders and their respective Representatives 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 Transaction Documents.
(d) If this Agreement is terminated pursuant to be treated as confidential in accordance with Section 12.01, TMI promptly will return all written Confidential Information of the provisions of Section 14 hereofCompany it then possesses to the Company.
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of URSI CTS and the Other Founding Companies other than the COMPANY access during business hours to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI CTS 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 CTS or the Other Founding Companies other than the COMPANY may from time to time reasonably request. The COMPANY will cooperate with URSI CTS and the Other Founding Companies other than the COMPANY, its and their respective representatives, including CTS's auditors and counsel 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 the transactions contemplated by this Agreement. URSICTS, NEWCO, the STOCKHOLDERS and the COMPANY will 39 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 other than the COMPANY as confidential in accordance with the provisions of Section 14 hereof. In addition, URSI CTS will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI CTS will afford to the officers and authorized representatives of the COMPANY access during business hours to all of URSICTS's and NEWCO'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 CTS and NEWCO as the COMPANY may from time to time reasonably request. URSI CTS and NEWCO 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 the transactions contemplated 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.
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between From the date of this Agreement hereof and until the IPO Closing Date, the COMPANY Company will (i) afford to the officers Representatives of RW and authorized representatives of URSI each Other Founding Company reasonable access upon prior notice and the Founding Companies other than the COMPANY access during regular business hours to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records of each of the Company and will furnish URSI the Company Subsidiaries, (ii) provide RW with such additional financial and operating data and other information as relating to the business and properties of each of the COMPANY (including Company and the COMPANY's Subsidiaries) Company Subsidiaries as URSI RW or the any Other Founding Companies other than the COMPANY Company may from time to time reasonably request. The COMPANY will request and (iii) cooperate with URSI RW and the each Other Founding Companies other than the COMPANY, its representatives, auditors Company and counsel their respective Representatives in the preparation of any documents or other material which may be required in connection with any documents Transaction Documents or materials required by this Agreementany Other Transaction Documents. URSI, the STOCKHOLDERS Each Stockholder and the COMPANY Company will treat all information Confidential Information obtained by them in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the each Other Founding Companies other than the COMPANY Company as confidential in accordance with the provisions of Section 14 hereof11.01. In addition, URSI RW will cause each of the Other Founding Companies other than the COMPANY Company to enter into a provision similar to this Section 7.1 requiring 6.02 in order to require each such Other Founding Company (i) 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 Representatives of the COMPANY access Company and the other Founding Companies reasonable access, upon prior notice and during business hours, to all of URSI's the key employees, sites, properties, books and records of each Other Founding Company, (ii) provide the Company and will furnish the COMPANY other Founding Companies with such additional financial and operating data and other information as relating to the business and properties of URSI each Other Founding Company as the COMPANY Company may from time to time reasonably request. URSI request and (iii) to keep confidential any Confidential Information respecting any of the Company and the Company Subsidiaries obtained by that Other Founding Company.
(b) Each of the parties hereto will use its 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 and until the IPO Closing Date, RW and Newco will (i) afford to the Representatives of the Company and the Stockholders access to all sites, properties, books and records of RW and Newco, (ii) provide the Company with such additional financial and operating data and other information relating to the business and properties of RW and Newco as the Company or any Stockholder may from time to time reasonably request and (iii) cooperate with the COMPANY, its representatives, engineers, auditors Company and counsel the Stockholders and their respective Representatives 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 Transaction Documents.
(d) If this Agreement is terminated pursuant to be treated as confidential in accordance with Section 12.01, RW promptly will return all written Confidential Information of the provisions of Section 14 hereof.Company it then possesses to the Company and will use commercially reasonable efforts to cause each Other Founding Company to do the same. 42
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Consummation Date, the COMPANY will afford to the officers and authorized representatives of URSI ETS and the Founding Companies other than the COMPANY Delta access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records and will furnish URSI ETS and Delta 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 ETS or the Founding Companies other than the COMPANY Delta may from time to time reasonably request. The COMPANY will cooperate with URSI ETS and the Founding Companies other than the COMPANYDelta, 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 in connection with any documents or materials required by this Agreement. URSIETS, 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 Amcom as confidential in accordance with the provisions of Section 14 13 hereof. In addition, URSI ETS will cause each of the Founding Companies other than the COMPANY Delta Agreement to enter into contain a provision similar to this Section 7.1 requiring each such Founding Company Delta and its stockholders to keep confidential any information obtained by such Founding Companythem regarding the COMPANY.
(iib) Between the date of this Agreement and the Closing Consummation Date, URSI ETS will afford to the officers and authorized representatives of the COMPANY access to all of URSIETS'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 ETS as the COMPANY may from time to time reasonably request. URSI ETS 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 13 hereof.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Expresspoint Technology Systems Inc)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY Company and the Subsidiary will afford to the officers officers, directors and authorized representatives of URSI and the Founding Companies other than the COMPANY Clarant reasonable access during normal business hours to all of the COMPANYCompany's (including the COMPANY's and its Subsidiaries) key employees, ' sites, properties, books and records and will furnish URSI Clarant with such additional financial and operating data and other information as to the business Business and properties and assets of the COMPANY (including the COMPANY's Subsidiaries) Company and its Subsidiaries as URSI or the Founding Companies other than the COMPANY Clarant may from time to time reasonably request. The COMPANY Company and the Subsidiary will cooperate with URSI Clarant and the Founding Companies other than the COMPANY, its representatives, including Clarant's auditors and counsel 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 the transactions contemplated by this Agreement. URSIClarant, Newco, the STOCKHOLDERS Stockholders and the COMPANY Company and its Subsidiaries 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 other than the COMPANY as confidential in accordance with the provisions of Section Article 14 hereof. In addition, URSI Clarant will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI Clarant will afford to the officers and authorized representatives of the COMPANY Company and the Subsidiary access to all of URSIClarant's and Newco's sites, properties, books and records and will furnish the COMPANY Company and the Subsidiary with such additional financial and operating data and other information as to the business Business and properties of URSI Clarant and Newco as the COMPANY Company and the Subsidiary may from time to time reasonably request. URSI Clarant and Newco will cooperate with the COMPANYCompany, the Subsidiary, 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 the transactions contemplated by this Agreement. The COMPANY Company, the Subsidiary and the Stockholders 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 Article 14 hereof.
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between From the date of this Agreement hereof and until the Closing Date, the COMPANY UIC and Seller will (i) afford to the officers Representatives of RW full and authorized representatives of URSI and the Founding Companies other than the COMPANY complete access upon prior notice to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records of TSG and will furnish URSI the Seller Subsidiaries, (ii) provide RW with such additional financial and operating data and other information as relating to the business and properties of TSG and the COMPANY (including the COMPANY's Subsidiaries) Seller Subsidiaries as URSI or the Founding Companies other than the COMPANY RW may from time to time reasonably request. The COMPANY will request and (iii) cooperate with URSI RW and the Founding Companies other than the COMPANY, its representatives, auditors and counsel Representatives in the preparation of any documents or other material materials which may be required in connection with any documents or materials required by this Agreementother Transaction Documents. URSI, the STOCKHOLDERS RW and the COMPANY Buyer will treat all information Confidential Information obtained by them in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to Seller and the Founding Companies other than the COMPANY Business as confidential in accordance with the provisions of Section 14 hereof. In additionSECTION 11.01 and the Confidentiality Agreement dated February 21, 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 Company2000 between RW and UIC.
(iib) Between From the date of this Agreement hereof and until the Closing Date, URSI Buyer shall have the right to have Kenneth Burk, a Representative of Buyer, observe (in person and other▇▇▇▇) ▇▇▇ ▇▇siness, its operations and its conduct, which such observation shall include the right to review all expenditures of the kind included in the definition of Net Working Capital Used, and to approve any expenditures of Net Working Capital Used in excess of $25,000 individually (other than expenditures made in the ordinary course of business consistent with past practices), which approval shall not be unreasonably withheld or delayed. Seller will afford permit such Representative to discuss the operation of the Business with Seller.
(c) From the date hereof and until the Closing Date, Seller shall provide TSG with cash sufficient to pay its expenses for such time period and shall provide Buyer with weekly reports of all cash receipts and cash expenditures relating to the officers Business.
(d) Seller and authorized representatives of UIC will use their respective commercially reasonable efforts to secure, as soon as practicable after the COMPANY access to date hereof, 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 Consents or other material which approvals of third Persons as may be required in connection with any documents or materials required by this Agreement. The COMPANY will cause all information obtained in connection with necessary to consummate the negotiation and performance of transactions contemplated hereby.
(e) If this Agreement is terminated pursuant to be treated as confidential in accordance with the provisions SECTION 12.01, RW promptly will return all written Confidential Information of Section 14 hereofSeller it then possesses to Seller.
Appears in 1 contract
Sources: Asset Purchase Agreement (United Industrial Corp /De/)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Consummation Date, the COMPANY Seller will afford to the officers and authorized representatives of URSI and the Founding Companies other than the COMPANY RV Centers reasonable access during normal business hours to all of the COMPANYCompany's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records relating to the Business and will furnish URSI RV Centers with such additional financial and operating data and other information as to the business Business and properties of the COMPANY (including the COMPANY's Subsidiaries) Company as URSI or the Founding Companies other than the COMPANY RV Centers may from time to time reasonably request. The COMPANY Seller will cooperate with URSI and the Founding Companies other than the COMPANYRV Centers, 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 RV Centers 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 Company and the COMPANY Business as confidential in accordance with the provisions of Section 14 13 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.
(iib) Between the date of this Agreement and the Closing Consummation Date, URSI RV Centers will afford to the officers and authorized representatives of the COMPANY Seller access to all of URSIRV Centers's sites, properties, books and records and will furnish the COMPANY Seller with such additional financial and operating data and other information as to the business and properties of URSI RV Centers as the COMPANY Seller may from time to time reasonably request. URSI RV Centers will cooperate with the COMPANYSeller, 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 Seller will cause all information obtained in connection with the negotiation and performance of this Agreement (including information regarding each of the Other Founding Companies) to be treated as confidential in accordance with the provisions of Section 14 13 hereof.
Appears in 1 contract
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between the date of this Agreement and the Closing Date, the COMPANY Company will afford to the officers officers, directors and authorized representatives of URSI and the Founding Companies other than the COMPANY Clarant reasonable access during normal business hours to all of the COMPANYCompany's (including the COMPANY's and its Subsidiaries) key employees, ' sites, properties, books and records and will furnish URSI Clarant with such additional financial and operating data and other information as to the business Business and properties and assets of the COMPANY (including the COMPANY's Subsidiaries) Company and its Subsidiaries as URSI or the Founding Companies other than the COMPANY Clarant may from time to time reasonably request. The COMPANY Company will cooperate with URSI Clarant and the Founding Companies other than the COMPANY, its representatives, including Clarant's auditors and counsel 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 the transactions contemplated by this Agreement. URSIClarant, Newco, the STOCKHOLDERS Stockholders and the COMPANY Company and any Subsidiaries 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 other than the COMPANY as confidential in accordance with the provisions of Section Article 14 hereof. In addition, URSI Clarant will cause each of the Other Agreements, binding each of the Other Founding Companies other than the COMPANY Companies, to enter into contain a provision similar to this Section 7.1 requiring each such Other Founding Company Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.
(iib) Between the date of this Agreement and the Closing Date, URSI Clarant will afford to the officers and authorized representatives of the COMPANY Company access to all of URSIClarant's and Newco's sites, properties, books and records and will furnish the COMPANY Company with such additional financial and operating data and other information as to the business Business and properties of URSI Clarant and Newco as the COMPANY Company may from time to time reasonably request. URSI Clarant and Newco will cooperate with the COMPANYCompany, 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 the transactions contemplated by this Agreement. The COMPANY Company and the Stockholders 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 Article 14 hereof.
Appears in 1 contract
Sources: Agreement and Plan of Organization (Luminant Worldwide Corp)
ACCESS AND COOPERATION; DUE DILIGENCE. (ia) Between From the date of this Agreement and until the IPO Closing Date, the COMPANY Company, for the benefit of WORK and each Other Founding Company, will (i) afford to the officers Representatives of WORK and authorized representatives of URSI and the each Other Founding Companies other than the COMPANY Company reasonable access to all of the COMPANY's (including the COMPANY's Subsidiaries) key employees, sites, properties, books and records of each of the Company and will furnish URSI the Company Subsidiaries, (ii) provide WORK with such additional financial and operating data and other information as relating to the business and properties of each of the COMPANY (including Company and the COMPANY's Subsidiaries) Company Subsidiaries as URSI WORK or the any Other Founding Companies other than the COMPANY Company may from time to time reasonably request. The COMPANY will , and (iii) cooperate with URSI WORK and the each Other Founding Companies other than the COMPANY, its representatives, auditors Company and counsel their respective Representatives in the preparation of any documents or other material which may be required in connection with any documents Transaction Documents or materials required by this Agreementany Other Transaction Documents. URSI, the STOCKHOLDERS Each Stockholder and the COMPANY Company agree, for the benefit of WORK and each Other Founding Company, that they will treat all information Confidential Information obtained by them in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the each Other Founding Companies other than the COMPANY Company as confidential in accordance with the provisions of Section 14 hereof11.01. In addition, URSI WORK will cause each of the Other Founding Companies other than the COMPANY Company to enter into a provision similar identical to this Section 7.1 requiring 6.01(a) to require each such Other Founding Company to keep confidential any information Confidential Information respecting any of the Company and the Company Subsidiaries obtained by such that Other Founding Company.
(iib) Between Each of the Company and the Stockholders will use its best efforts to secure, as soon as practicable after the execution of this Agreement, all approvals or consents of third Persons as may be necessary to consummate the transactions contemplated hereby.
(c) From the date of this Agreement and hereof until the IPO Closing Date, URSI WORK and Newco will (i) afford to the officers and authorized representatives Representatives of the COMPANY Company and the Stockholders access to all of URSI's sites, properties, books and records of WORK and will furnish Newco, (ii) provide the COMPANY Company with such additional financial and operating data and other information as relating to the business and properties of URSI WORK and Newco as the COMPANY Company or any Stockholder may from time to time reasonably request. URSI will , and (iii) cooperate with the COMPANY, its representatives, engineers, auditors Company and counsel the Stockholders and their respective Representatives in the preparation of any documents or other material which may be required in connection with any documents or materials required by Transaction Documents.
(d) If this Agreement. The COMPANY Agreement is terminated pursuant to Section 12.01, WORK promptly will return, and will use reasonable commercial efforts to cause all information obtained in connection with the negotiation and performance Other Founding Companies to return, all written Confidential Information of this Agreement the Company it or they, as the case may be, then possess to be treated as confidential in accordance with the provisions of Section 14 hereofCompany.
Appears in 1 contract