Common use of Access and Information Clause in Contracts

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.15, the Sellers shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to Asset Company and the Cronos Assets (as applicable), as SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) During the Interim Period, subject to Section 7.15, SPAC shall give, and shall cause its Representatives to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC.

Appears in 4 contracts

Sources: Business Combination Agreement (Trump Media & Technology Group Corp.), Business Combination Agreement (Yorkville Acquisition Corp.), Business Combination Agreement (Trump Media & Technology Group Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, each of the Sellers Company, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to Asset Company and Pubco, the Cronos Assets (as applicable)Target Companies or the Merger Subs, as SPAC or its Representatives may reasonably request regarding Pubco, the Cronos Assets Target Companies or Asset Company the Merger Subs and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company the Company, Pubco and the Merger Subs to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, the SellersTarget Companies or the Merger Subs. (b) During the Interim Period, subject to Section 7.157.13, SPAC shall give, and shall cause its Representatives to give, the Sellers Company and Pubco and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPACSPAC or its Subsidiaries, as the Sellers Company or Pubco or their respective Representatives may reasonably request regarding SPAC SPAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s each of their respective Representatives to reasonably cooperate with the Sellers Company and Pubco and their respective Representatives in their investigation; provided, however, that the Sellers Company and Pubco and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSPAC or any of its Subsidiaries.

Appears in 3 contracts

Sources: Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV), Business Combination Agreement (SilverBox Corp IV)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns and Contracts), of or pertaining to Asset Company and the Cronos Assets (as applicable)Target Companies, as SPAC the Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies; and provided further, the Company shall not be required to provide, or cause to be provided to, the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Target Company is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Target Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Target Company under the attorney-client privilege or the attorney work product doctrine; provided that in each case the Target Company shall cooperate with the Purchaser to effect disclosure of such information in a manner which does not result in such a breach, violation or jeopardization. (b) During the Interim Period, subject to Section 7.155.15, SPAC the Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of the Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries.

Appears in 2 contracts

Sources: Agreement and Plan of Merger (Arogo Capital Acquisition Corp.), Merger Agreement (Data Knights Acquisition Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 7.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to appropriate employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its respective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company and the Company shall not be required to provide information it reasonably determines that it cannot provide as a matter of Law, Contract, or protection of attorney-client or similar privilege. No information or knowledge obtained by the Purchaser in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to the Purchaser hereunder. (b) During the Interim Period, subject to Section 5.15, the Purchaser shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Purchaser or its Subsidiaries, as SPAC the Company or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives of Asset Company to reasonably cooperate with SPAC the Company and its Representatives in their investigation; provided, however, that SPAC the Company and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersPurchaser or any of its Subsidiaries. No information or knowledge obtained by the Company in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Purchaser set forth in this Agreement or otherwise impair the rights and remedies available to the Company hereunder. (b) During the Interim Period, subject to Section 7.15, SPAC shall give, and shall cause its Representatives to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC.

Appears in 2 contracts

Sources: Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (PowerUp Acquisition Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), subject to Section 7.156.14, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Company, as SPAC the Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersCompany. Notwithstanding the foregoing, the Company shall not be required to provide to the Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Company is subject, (B) result in a breach of any Contract between the Company and a third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Company, on the one hand, and the Purchaser or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (b) During the Interim Period, subject to Section 7.156.14, SPAC the Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of the Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries. Notwithstanding the foregoing, the Purchaser shall not be required to provide to the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Laws to which the Purchaser is subject, (B) result in a breach of any Contract between the Purchaser and a third party, (C) violate any legally-binding obligation of the Purchaser with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Purchaser under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Purchaser shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Laws and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Laws), or (ii) if the Purchaser, on the one hand, and the Company or any its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Purchaser shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Appears in 2 contracts

Sources: Merger Agreement (Digital Ally, Inc.), Merger Agreement (Clover Leaf Capital Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 7.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC Investcorp and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to appropriate employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as Investcorp or its Representatives may reasonably request regarding the Company and its respective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority under the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with Investcorp and its Representatives in their investigation; provided, however, that Investcorp and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company and the Company shall not be required to provide information it reasonably determines that it cannot provide as a matter of Law, Contract, or protection of attorney-client or similar privilege. No information or knowledge obtained by Investcorp in any investigation conducted under the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to Investcorp. (b) During the Interim Period, subject to Section 5.15, Investcorp shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Investcorp or its Subsidiaries, as SPAC the Company or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Investcorp, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority under the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Investcorp’s Representatives of Asset Company to reasonably cooperate with SPAC the Company and its Representatives in their investigation; provided, however, that SPAC the Company and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) During the Interim Period, subject to Section 7.15, SPAC shall give, and shall cause its Representatives to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACInvestcorp or any of its Subsidiaries. No information or knowledge obtained by the Company in any investigation conducted under the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of Investcorp set forth in this Agreement or otherwise impair the rights and remedies available to the Company.

Appears in 1 contract

Sources: Merger Agreement (Investcorp Europe Acquisition Corp I)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 7.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Target Companies, as SPAC the Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies. (b) During the Interim Period, subject to Section 7.155.15, SPAC the Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause SPACeach of the Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries.

Appears in 1 contract

Sources: Merger Agreement (Delwinds Insurance Acquisition Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.156.16, the Sellers Company shall give, and shall cause its Representatives to give, the SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Company, as the SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with the SPAC and its Representatives in their investigation; provided, however, that the SPAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) Company. During the Interim Period, subject to Section 7.156.16, the SPAC shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the SPAC, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC and the SPAC, its businessesrespective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the SPAC’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SPAC.

Appears in 1 contract

Sources: Business Combination Agreement (Insight Acquisition Corp. /DE)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), subject to Section 7.155.12, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, properties Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Company, as SPAC the Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause request each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersCompany. Notwithstanding the foregoing, nothing herein shall require the Company to provide access or to disclose any information to the Purchaser or its Representatives if such access or disclosure (i) would be in violation of Law applicable to the Company; or (ii) would result in the waiver of any applicable attorney-client privilege. (b) During the Interim Period, subject to Section 7.155.12, SPAC the Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, properties Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and cause SPACincome statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and request each of the Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries. Notwithstanding the foregoing, nothing herein shall require the Purchaser to provide access or to disclose any information to the Company or its Representatives if such access or disclosure (i) would be in violation of Law applicable to the Purchaser; or (ii) would result in the waiver of any applicable attorney-client privilege. (c) Other than (i) as arranged through the Company, or (ii) as expressly provided in this Agreement, the Purchaser is not authorized to and shall not (and shall instruct its Representatives to not) contact any customer, supplier, distributor, lender or other material business relations of the Company, in each case, regarding this Agreement or the transactions contemplated hereby prior to the Closing.

Appears in 1 contract

Sources: Merger Agreement (Biolife Solutions Inc)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 ‎10.1 or the Closing (the “Interim Period”), subject to Section 7.15‎8.14, each of the Company, Pubco, the Sellers Merger Subs and Seller shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to Asset Company and the Cronos Assets (as applicable)Pubco, the Company, Merger Subs or the Seller, as SPAC or its Representatives may reasonably request regarding Pubco, the Cronos Assets Company, Merger Subs or Asset Company the Seller and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company Pubco, the Company, Merger Subs and the Seller to reasonably cooperate with SPAC SPAC, Pubco and its their respective Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersCompany or the Merger Subs. (b) During the Interim Period, subject to Section 7.15‎8.14, SPAC shall give, and shall cause its Representatives to give, the Sellers Company and Pubco and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPACSPAC or its Subsidiaries, as the Sellers Company or Pubco or their respective Representatives may reasonably request regarding SPAC SPAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s each of their respective Representatives to reasonably cooperate with the Sellers Company and Pubco and their respective Representatives in their investigation; provided, however, that the Sellers Company and Pubco and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSPAC or its Subsidiaries.

Appears in 1 contract

Sources: Business Combination Agreement (Columbus Circle Capital Corp. I)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.156.15, the Sellers Company shall give and shall cause its Representatives to give Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to Contracts, agreements, books and records, financial and operating data and other information (including Tax Return, internal working papers, client Contracts and director service agreements), of or pertaining to the Target Companies and the Contributed Assets, as Purchaser or its Representatives may reasonably request regarding the Target Companies, the Contributed Assets and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause the Company’s Representatives, and shall use reasonable best efforts to cause Atlas Fintech and each of the other Target Company’s respective Representatives to reasonably cooperate with Purchaser and its Representatives in their investigation; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Atlas Fintech or the Target Companies. (b) During the Interim Period, subject to Section 6.15, Purchaser shall give, and shall cause its Representatives to give, SPAC the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Purchaser or its Subsidiaries, as SPAC the Company or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives of Asset Company to reasonably cooperate with SPAC the Company and its Representatives in their investigation; provided, however, that SPAC the Company and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) During the Interim Period, subject to Section 7.15, SPAC shall give, and shall cause its Representatives to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries.

Appears in 1 contract

Sources: Business Combination Agreement (Quantum FinTech Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, each of the Sellers Company, Pubco, First Merger Sub and Second Merger Sub shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company the Target Companies, Pubco, First Merger Sub and the Cronos Assets (Second Merger Sub as applicable), as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets Target Companies, Pubco or Asset Company Merger Sub and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company the Company, Pubco, First Merger Sub and Second Merger Sub to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies, Pubco First Merger Sub or Second Merger Sub. (b) During the Interim Period, subject to Section 7.157.13, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company, Pubco, First Merger Sub or Second Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser, as the Sellers Company, Pubco, First Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding SPAC Purchaser and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers Company, Pubco, First Merger Sub, and Second Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser.

Appears in 1 contract

Sources: Business Combination Agreement (Golden Star Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing Date (the “Interim Period”), subject to Section 7.155.11, each of the Sellers Target Companies and Merger Sub shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of or pertaining to Asset Company the Target Companies and the Cronos Assets (as applicable), Merger Sub as SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies, Merger Sub and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of Asset Company the Target Companies and Merger Sub to reasonably cooperate with SPAC and its Representatives in their investigation, and, except as provided in Section 5.11, the Target Companies and Merger Sub are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 7.155.11, SPAC shall give, and shall cause its Representatives to give, the Sellers Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of SPAC or pertaining to SPACits Subsidiaries, as the Sellers Company, Merger Sub or their respective Representatives may reasonably request regarding SPAC SPAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause each of SPAC’s Representatives to reasonably cooperate with the Sellers Company and Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSPAC or any of its Subsidiaries; provided, further, that such access may be limited to the extent SPAC or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of SPAC or its Subsidiaries. Notwithstanding the foregoing, SPAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Appears in 1 contract

Sources: Business Combination Agreement (Global SPAC Partners Co,)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, each of the Sellers Company, Pubco, First Merger Sub and Second Merger Sub shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company the Target Companies, Pubco, First Merger Sub and the Cronos Assets (as applicable), Second Merger Sub as SPAC or its Representatives may reasonably request regarding the Cronos Assets Target Companies, Pubco, First Merger Sub or Asset Company Second Merger Sub and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company the Company, Pubco, First Merger Sub and Second Merger Sub to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies, Pubco, First Merger Sub or Second Merger Sub. (b) During the Interim Period, subject to Section 7.157.13, SPAC shall give, and shall cause its Representatives to give, the Sellers Company, Pubco, First Merger Sub or Second Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPAC, as the Sellers Company, Pubco, First Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement), a statement of SPAC’s total Indebtedness and Liabilities, in reasonable detail including for each component thereof, along with the amount owed to each creditor as of the end of each calendar month after the date of this Agreement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause each of SPAC’s Representatives to reasonably cooperate with the Sellers Company, Pubco, First Merger Sub, and Second Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC.

Appears in 1 contract

Sources: Business Combination Agreement (AIB Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, each of the Sellers Company, Pubco, First Merger Sub and Second Merger Sub shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company the Target Companies, Pubco, First Merger Sub and the Cronos Assets (Second Merger Sub as applicable), as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets Target Companies, Pubco or Asset Company Merger Sub and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company the Company, Pubco, First Merger Sub and Second Merger Sub to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies, Pubco First Merger Sub or Second Merger Sub. (b) During the Interim Period, subject to Section 7.157.13, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company, Pubco, First Merger Sub or Second Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser, as the Sellers Company, Pubco, First Merger Sub and Second Merger Sub or their respective Representatives may reasonably request regarding SPAC Purchaser and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers Company, Pubco, First Merger Sub, and Second Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser.

Appears in 1 contract

Sources: Business Combination Agreement (Aimei Health Technology Co., Ltd.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 9.1 ‎ 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 7.15the provisions of the Confidentiality Agreement, each of the Sellers Company and Merger Sub shall give, and shall cause its respective Representatives to givegive (subject, SPAC in each instance, to (x) compliance with applicable Law, (y) the Company’s desire to, insofar as legally applicable in the opinion of counsel, maintain attorney-client privilege at its sole discretion, and (z) the consent of, or other conditions required by, a Contract counterparty; provided that in the event that Company or Merger Sub does not provide access or information in reliance on sub-clauses (x), (y) or (z), it shall use its reasonable efforts to communicate the applicable information to Moringa in a way that would not waive such a privilege, or violate applicable Law or Contract), Moringa and its Representatives, at reasonable times times, during normal business hours hours, and upon reasonable intervals and notice, reasonable access to all offices and other facilities facilities, and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (Target Companies as applicable), as SPAC Moringa or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including monthly unaudited financial statements) and cause each of the Representatives of Asset the Company and Merger Sub to reasonably cooperate with SPAC Moringa and its Representatives in their investigation; provided, however, that SPAC Moringa and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies. During the Interim Period, the Company shall confer from time to time, as reasonably requested by Moringa, with Moringa or its Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company. (b) During the Interim Period, subject to Section 7.15the provisions of the Confidentiality Agreement, SPAC Moringa shall give, and shall cause its Representatives to givegive (subject, in each instance, to (x) compliance with applicable Law, (y) Moringa’s desire to, insofar as legally applicable on the opinion of counsel, maintain attorney-client privilege at its sole discretion, and (z) the consent of, or other conditions required by, a Contract counterparty; provided that in the event that Moringa does not provide access or information in reliance on sub-clauses (x), (y) or (z), it shall use its reasonable efforts to communicate the applicable information to the Company and Merger Sub in a way that would not waive such a privilege, or violate applicable Law or Contract), the Sellers Company, Merger Sub and their respective Representatives, at reasonable times times, during normal business hours hours, and upon reasonable intervals and notice, reasonable access to all offices and other facilities facilities, and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACMoringa or its Subsidiaries, as the Sellers Company, Merger Sub or their respective Representatives may reasonably request for purposes of the Transactions regarding SPAC Moringa, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects aspects, and cause SPACeach of Moringa’s Representatives to reasonably cooperate with the Sellers Company and Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company, Merger Sub and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACMoringa or any of its Subsidiaries.

Appears in 1 contract

Sources: Business Combination Agreement (Moringa Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 10.1 or the Closing (the “Interim Period”), subject to Section 7.157.16, the Sellers each Company shall give, and shall cause its Subsidiaries and Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)each Company, as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset each Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Representatives of Asset each Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) each Company. During the Interim Period, subject to Section 7.157.16, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers each Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser or its Subsidiaries, as the Sellers either Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers each Company and their respective its Representatives in their investigation; provided, however, that the Sellers each Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Pelican Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 10.1 or the Closing (the “Interim Period”), subject to Section 7.158.14, each of the Sellers Company, Pubco and SPAC Merger Sub shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to Asset Pubco, the Company and the Cronos Assets (as applicable)or SPAC Merger Sub, as SPAC or its Representatives may reasonably request regarding Pubco, the Cronos Assets Company or Asset Company SPAC Merger Sub and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company the Company, Pubco and SPAC Merger Sub to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, the SellersCompany or SPAC Merger Sub. (b) During the Interim Period, subject to Section 7.158.14, SPAC shall give, and shall cause its Representatives to give, the Sellers Seller, the Company and Pubco and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPACSPAC or the SPAC Subsidiaries, as the Sellers Seller, the Company or Pubco or their respective Representatives may reasonably request regarding SPAC and its the SPAC Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s each of their respective Representatives to reasonably cooperate with the Sellers Seller, the Company and Pubco and their respective Representatives in their investigation; provided, however, that the Sellers Seller, the Company and Pubco and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSPAC or any SPAC Subsidiary.

Appears in 1 contract

Sources: Business Combination Agreement (Dynamix Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, each of the Sellers Company, Pubco and Merger Sub shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and Pubco, Merger Sub or the Cronos Assets (as applicable)Company, as SPAC Purchaser or its Representatives may reasonably request regarding Pubco, Merger Sub or the Cronos Assets or Asset Company and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Representatives of Asset Company the Company, Pubco and Merger Sub to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub or the SellersCompany. (b) During the Interim Period, subject to Section 7.157.13, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company, Pubco, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser or its Subsidiaries, as the Sellers Company, Pubco, Merger Sub or their respective Representatives may reasonably request regarding SPAC Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPAC’s each of their respective Representatives to reasonably cooperate with the Sellers Company, Pubco, Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company, Pubco, Merger Sub and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries.

Appears in 1 contract

Sources: Business Combination Agreement (Twelve Seas Investment Co)

Access and Information. (a) During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 10.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, the Sellers Company shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Company, as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersCompany; and provided further, the Company shall not be required to provide, or cause to be provided to, Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which the Company is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine; provided that in each case the Company shall cooperate with Purchaser to effect disclosure of such information in a manner which does not result in such a breach, violation or jeopardization. (b) During the Interim Period, subject to Section 7.157.13, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACPurchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries.

Appears in 1 contract

Sources: Share Purchase Agreement (Energem Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 9.1 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 7.155.14 and the Confidentiality Agreement, each of the Sellers Company and Merger Sub shall give, and shall cause its their respective Representatives to givegive (subject, SPAC in each instance to (x) compliance with applicable Law, (y) the Company’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and (z) the consent of or other conditions required by a Contract counterparty or service provider), VSAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (Target Companies as applicable), as SPAC VSAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including monthly unaudited financial statements) and cause each of the Representatives of Asset the Company and Merger Sub to reasonably cooperate with SPAC VSAC and its Representatives in their investigation; provided, however, that SPAC VSAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. VSAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), the Company will inform VSAC of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by VSAC in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to VSAC hereunder. (b) During the Interim Period, subject to Section 7.155.13 and the Confidentiality Agreement, SPAC VSAC shall givegive (subject, in each instance to (x) compliance with applicable Law, (y) VSAC’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and (z) the consent of or other conditions required by a Contract counterparty or service provider), and shall cause its Representatives to give, the Sellers Company, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACVSAC or its Subsidiaries, as the Sellers Company, Merger Sub or their respective Representatives may reasonably request regarding SPAC VSAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of VSAC’s Representatives to reasonably cooperate with the Sellers Company and Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACVSAC or any of its Subsidiaries; provided, further, that such access may be limited to the extent VSAC or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of VSAC or its Subsidiaries. Notwithstanding the foregoing, VSAC shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), VSAC will inform the Company of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by the Company in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of VSAC set forth in this Agreement or otherwise impair the rights and remedies available to the Company hereunder.

Appears in 1 contract

Sources: Business Combination Agreement (Vision Sensing Acquisition Corp.)

Access and Information. (a) During the period from the date of So long as this Agreement remains in effect, prior to the First Closing, the Company will (and continuing until the earlier will cause each of its Subsidiaries and each of their respective accountants, counsel, consultants, officers, directors, employees, agents and representatives of or to any of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Subsidiaries, subject to Section 7.15, the Sellers shall give, and shall cause its Representatives to give, SPAC to) give Purchaser and its Representatives, at reasonable times access during normal reasonable business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, of their respective properties, Contractsassets, agreementsbooks, commitmentscontracts, books reports and records, financial and operating data and other information of or pertaining records relating to Asset Company and the Cronos Assets (as applicable), as SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businessesSubsidiaries, assetsand furnish to them all such documents, Liabilitiesrecords and information with respect to the properties, financial condition, prospects, operations, management, employees assets and other aspects and cause each business of the Representatives of Asset Company to reasonably cooperate with SPAC and its Representatives in their investigation; providedSubsidiaries, however, that SPAC as Purchaser shall from time to time reasonably request. The Company will keep Purchaser generally informed as to the business of the Company and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersSubsidiaries. (b) During So long as this Agreement remains in effect, during the Interim Period, subject period after the First Closing and prior to Section 7.15, SPAC shall give, and shall cause its Representatives to givethe Third Closing, the Sellers Company will (and will cause each of its Subsidiaries and each of their respective accountants, counsel, consultants, officers, directors, employees, agents and representatives of or to any of the Subsidiaries, to) give Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access during reasonable business hours to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information those of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businessesproperties, assets, Liabilitiesbooks, financial conditioncontracts, prospectsreports and records relating to the Company and its Subsidiaries that are reasonably related to the purchase by the Purchaser of the Company's Common Stock (the "Related Documents"), operations, management, employees and other aspects and cause SPAC’s Representatives furnish to them such Related Documents as Purchaser shall from time to time reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner request. The Company will keep Purchaser generally informed as not to unreasonably interfere with the business or operations of SPACthe Company and its Subsidiaries.

Appears in 1 contract

Sources: Investment Agreement (Millennium Pharmaceuticals Inc)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 7.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Target Companies, as SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies. (b) During the Interim Period, subject to Section 7.155.15, SPAC shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACSPAC or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC SPAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of SPAC’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSPAC or any of its Subsidiaries.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Melar Acquisition Corp. I/Cayman)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.156.16, the Sellers Company shall give, and shall cause its Representatives to give, the SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Company, as the SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businessesbusiness, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with the SPAC and its Representatives in their investigation; provided, however, that the SPAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersCompany. (b) During the Interim Period, subject to Section 7.156.16, the SPAC shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe SPAC or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the SPAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the SPAC’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe SPAC or any of its Subsidiaries.

Appears in 1 contract

Sources: Business Combination Agreement (Pono Capital Three, Inc.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.157.13, each of the Sellers Company, Pubco, SPAC Merger Sub and Company Merger Sub shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to Asset Pubco, the Company, SPAC Merger Sub or Company and the Cronos Assets (as applicable)Merger Sub, as SPAC or its respective Representatives may reasonably request regarding Pubco, the Cronos Assets Company, SPAC Merger Sub or Asset Company Merger Sub and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset the Company, Pubco, SPAC Merger Sub and Company Merger Sub to reasonably cooperate with SPAC and its respective Representatives in their investigation; provided, however, that SPAC and its respective Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, the SellersCompany, SPAC Merger Sub or Company Merger Sub. (b) During the Interim Period, subject to Section 7.157.13, SPAC shall give, and shall cause its Representatives to give, the Sellers Company and Pubco and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPACSPAC or its Subsidiaries, as the Sellers Company or Pubco or their respective Representatives may reasonably request regarding SPAC SPAC, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s each of their respective Representatives to reasonably cooperate with the Sellers Company and Pubco and their respective Representatives in their investigation; provided, however, that the Sellers Company and Pubco and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACSPAC or any of its Subsidiaries.

Appears in 1 contract

Sources: Business Combination Agreement (Tlgy Acquisition Corp)

Access and Information. (a) During From the period date hereof until the Closing, each of the Company and the Seller shall, and shall cause the Company's officers, directors, employees and agents to, afford to the Purchaser and its officers, directors, employees, counsel, accountants, advisors, representatives and agents access to the officers, employees, agents, customers, suppliers, properties, offices and other facilities, and to the Company's Books and Records (including, without limitation, Returns and work papers of its independent auditors) and Commitments, and shall furnish the Purchaser and such others all financial, operating, technical and other data and information which the Purchaser, through its officers, employees, representatives or agents, may from time to time reasonably request. (b) Without limiting the generality of the foregoing, the Purchaser shall have the right to (i) inspect records, reports, permits, applications, monitoring results, studies, correspondence data and any other information or documents relevant to Environmental Matters, (ii) inspect all buildings and equipment at the Owned and Leased Real Properties, and (iii) conduct tests of the soil surface or subsurface waters at, in, on, beneath or about the Owned and Leased Real Properties as may be recommended by an environmental consultant engaged by the Purchaser; provided that in each case, such tests and inspections shall be conducted only (x) during regular business hours and upon reasonable notice and (y) in a manner that will not unduly disrupt or interfere with the operation of the business of the Company. (c) In connection with the continuing operation of the business of the Company between the date of this Agreement and continuing until the earlier Closing, the Company shall use all reasonable best efforts to consult in good faith on a regular and frequent basis with representatives of the termination Purchaser to report material operational developments and the general status of ongoing operations. The Seller acknowledges that any such consultation shall not constitute a waiver by the Purchaser of any rights it may have under this Agreement in accordance with Section 9.1 and that the Purchaser shall not have any liability or responsibility for any actions of the Closing (the “Interim Period”)Company or any of its officers, subject to Section 7.15directors, the Sellers shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information agents or Affiliates with respect to matters which are the subject of or pertaining to Asset Company and the Cronos Assets (as applicable), as SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellersconsultations. (b) During the Interim Period, subject to Section 7.15, SPAC shall give, and shall cause its Representatives to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC.

Appears in 1 contract

Sources: Recapitalization Agreement (Yankee Candle Co Inc)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Target Companies, as SPAC the Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies. (b) During the Interim Period, subject to Section 7.155.15, SPAC the Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of the Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries.

Appears in 1 contract

Sources: Agreement and Plan of Merger (MICT, Inc.)

Access and Information. (a) During Prior to the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”)Closing, subject to Section 7.15, the Sellers Seller shall give, permit and shall cause the Company to permit, Purchaser, its Affiliates and their respective Representatives to give(i) have reasonable access, SPAC during regular business hours, to the assets, Representatives, properties, Books and Records, businesses and operations relating to the Company as Purchaser, its Affiliates and their respective Representatives may reasonably request, (ii) to inspect each Contract set forth in Schedule 3.13(a) (or required to be set forth in Schedule 3.13(a)), Books and Records and all other documents and information, from time to time, reasonably requested by Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and noticeincluding financial, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial tax and operating data documents and other information and (iii) without limiting the foregoing, to meet with designated employees and Representatives of or pertaining the Company. Seller shall cause the Company to Asset Company furnish to Purchaser promptly upon request such additional documents and information with respect to the Cronos Assets (as applicable)affairs of the Company, as SPAC Purchaser, its Affiliates or its their respective Representatives may from time to time reasonably request regarding the Cronos Assets request. No information or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and knowledge obtained by Purchaser pursuant to this Section 5.5(a) shall affect or be deemed to modify any representation made by Seller under this Agreement or any other aspects and cause each of the Representatives of Asset Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTransaction Document. (b) During the Interim Period, All information provided or obtained under Section 5.5(a) shall be held by Purchaser in accordance with and subject to Section 7.15, SPAC shall givethe terms of the Confidentiality Agreement, and shall cause its Representatives Purchaser hereby agrees that the provisions of the Confidentiality Agreement will apply to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, any properties, ContractsBooks and Records, agreementsdata, commitments, books and records, financial and operating data documents and other information that is provided to Purchaser or its Affiliates or any of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives pursuant to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthis Agreement.

Appears in 1 contract

Sources: Stock Purchase Agreement (Infocrossing Inc)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.156.14, the Sellers Company shall give, and shall cause its Representatives to give, the SPAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Company, as the SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with the SPAC and its Representatives in their investigation; provided, however, that the SPAC and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) Company. During the Interim Period, subject to Section 7.156.14, the SPAC shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the SPAC, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC and the SPAC, its businessesrespective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, Schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the SPAC’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SPAC.

Appears in 1 contract

Sources: Business Combination Agreement (Focus Impact Acquisition Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 7.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to appropriate employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Company, as the Purchaser or its Representatives may reasonably request regarding the Company and its respective business, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company and the Company shall not be required to provide information it reasonably determines that it cannot provide as a matter of Law, Contract, or protection of attorney-client or similar privilege. No information or knowledge obtained by the Purchaser in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to the Purchaser hereunder. (a) During the Interim Period, subject to Section 5.15, the Purchaser shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Purchaser or its Subsidiaries, as SPAC the Company or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Purchaser’s Representatives of Asset Company to reasonably cooperate with SPAC the Company and its Representatives in their investigation; provided, however, that SPAC the Company and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersPurchaser or any of its Subsidiaries. No information or knowledge obtained by the Company in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Purchaser set forth in this Agreement or otherwise impair the rights and remedies available to the Company hereunder. (b) During the Interim Period, subject to Section 7.15, SPAC shall give, and shall cause its Representatives to give, the Sellers and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information of or pertaining to SPAC, as the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers and their respective Representatives in their investigation; provided, however, that the Sellers and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPAC.

Appears in 1 contract

Sources: Merger Agreement (Semper Paratus Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 7.1 or the Closing (the “Interim Period”), subject to Section 7.155.15, the Sellers Company shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to Asset Company and the Cronos Assets (as applicable)Target Companies, as SPAC the Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of Asset Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies. (b) During the Interim Period, subject to Section 7.155.15, SPAC the Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to SPACthe Purchaser or its Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC the Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause SPACeach of the Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACthe Purchaser or any of its Subsidiaries. (c) Any access or cooperation granted to the Purchaser or the Company (and any of their respective Representatives) under this Section 5.1 will be under the supervision of personnel or other designated Representatives of the granting Party or its Subsidiaries and subject to any restrictions or limitations to any COVID-19 Measures and shall be subject to the provisions of Section 5.15. To the extent any documents or information provided to the Purchaser and any of its Representatives pursuant to the access or cooperation granted to the Purchaser and any of its Representatives under this Section 5.1 are commercially or competitively sensitive, the Company may satisfy its obligations by providing such documents or information to the Purchaser’s outside counsel, who may agree to redaction of such materials as necessary to comply with contractual arrangements, and as necessary to address attorney-client or other privilege or confidentiality concerns.

Appears in 1 contract

Sources: Merger Agreement (Malacca Straits Acquisition Co LTD)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 or the Closing (the “Interim Period”), subject to Section 7.15Seller, the Sellers shall giveCompany and the Members shall, and shall cause its Representatives to giveeach other and each Representative of any of them to, SPAC and give Buyer, its Representatives, at and all prospective brokers and carriers in respect of the Transaction Insurance and their Representatives, full access during reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, of such Person’s respective properties, Contractsassets, agreementsbooks, contracts, commitments, books reports and recordsrecords relating to the Company, financial and operating data furnish to them all such documents, records and other information with respect to the properties, assets and business of or pertaining the Company and copies of any work papers relating thereto as Buyer shall from time to Asset time reasonably request. In addition, Seller, the Company and the Cronos Assets (as applicable), as SPAC or its Representatives may reasonably request regarding the Cronos Assets or Asset Company and its respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives, in each case, shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Sellers. (b) During the Interim Period, subject to Section 7.15, SPAC shall giveMembers shall, and shall cause each other and each Representative of any of them to, permit Buyer, its Representatives to giveRepresentatives, and all prospective brokers and carriers in respect of the Sellers Transaction Insurance and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access during reasonable business hours to the Company and, upon prior notice by Buyer to Seller, to its lenders, customers and suppliers, other Persons with whom the Company does or has done business, and other Representatives or other personnel of the Company, as may be necessary or otherwise reasonably requested by Buyer, its Representatives, and all prospective brokers and carriers in respect of the Transaction Insurance and their Representatives, in connection with their review of the properties, assets and business of the Company and the above-mentioned documents, records and information. Seller, the Company and the Members shall, and shall cause each other and each Representative of any of them to, keep Buyer generally informed as to the affairs of the Business. Buyer shall in all events be afforded prior notice of and full access to all offices and other facilities and to all employeesinterviews, propertiesvisits, Contracts, agreements, commitments, books and records, financial and operating data materials and other information of afforded or pertaining to SPACmade available by the Company, as Seller and the Sellers or their respective Representatives may reasonably request regarding SPAC and its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s Representatives to reasonably cooperate with the Sellers Members and their respective Representatives to brokers and prospective carriers in their investigation; provided, however, that respect of the Sellers Transaction Insurance and their respective the Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with of the business or operations of SPACsame.

Appears in 1 contract

Sources: Stock Purchase Agreement (Eaton Vance Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing Date (the “Interim Period”), subject to Section 7.155.10, each of the Sellers Target Companies shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance written notice, reasonable access to all offices and other facilities and to all employees, material properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of or pertaining to Asset Company and the Cronos Assets (Target Companies as applicable), as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of Asset Company the Target Companies to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation, and, except as provided in Section 5.10, the Target Companies are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies ; provided, further, that nothing in this Agreement shall be deemed to provide Purchaser and its Representatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, (x) it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company or (y) conduct or perform any invasive or subsurface investigations of the properties or facilities of any Target Company, in each case, without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) the disclosure of which would violate any applicable Law, (ii) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 7.155.10, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance written notice, reasonable access to all offices and other facilities and to all employees, material properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of Purchaser or pertaining to SPACits Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries. Notwithstanding the foregoing, Purchaser shall not be required to provide access to any information (i) the disclosure of which would violate any applicable Law, (ii) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Appears in 1 contract

Sources: Business Combination Agreement (AlphaVest Acquisition Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 10.1 or the Closing (the “Interim Period”), subject to Section 7.158.13, each of the Sellers Company, Pubco and Merger Sub shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information then existing information, of or pertaining to Asset Company and Pubco, Merger Sub or the Cronos Assets (as applicable)Target Companies, as SPAC Purchaser or its Representatives may reasonably request regarding Pubco, Merger Sub or the Cronos Assets or Asset Company Target Companies and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of Asset Company the Company, Pubco and Merger Sub to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Pubco, Merger Sub or the SellersTarget Companies, including conducting any invasive or intrusive investigations; provided, further, that Purchaser and its Representatives shall not, without the prior written consent of the Company (not to be unreasonably withheld, delayed or conditioned), make direct inquiries of Persons having business relationships with the Company (including suppliers, customers and vendors) regarding the Company or such business relationships. Notwithstanding anything to the contrary in this Agreement, no Target Company shall be required to disclose any information to Purchaser or its Representatives to the extent such disclosure would, in the Company’s reasonable good faith determination (i) result in a loss of any attorney-client or other similar legal privilege, (ii) contravene any applicable Law or (iii) contravene the confidentiality restrictions in any Contract to which the disclosing Person is a party (provided, that the Target Companies shall use good faith efforts to provide access that complies with such confidentiality restriction, including giving effect to the provisions of Section 8.13(b) hereof). Nothing in this Section ‎7.1 shall require any Target Company to disclose or provide access to any information which primarily relates to the negotiation of this Agreement or the Transactions. (b) During the Interim Period, subject to Section 7.158.13, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company, Pubco, Merger Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other information then existing information, of or pertaining to SPACPurchaser or its Subsidiaries, as the Sellers Company, Pubco, Merger Sub or their respective Representatives may reasonably request regarding SPAC Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause SPAC’s each of their respective Representatives to reasonably cooperate with the Sellers Company, Pubco, Merger Sub and their respective Representatives in their investigation; provided, however, that the Sellers Company, Pubco, Merger Sub and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries, including conducting any invasive or intrusive investigations. Notwithstanding anything to the contrary in this Agreement, Purchaser and its Subsidiaries shall not be required to disclose any information to Company, Pubco, Merger Sub or their respective Representatives to the extent such disclosure would, in the Purchaser’s reasonable good faith determination (i) result in a loss of any attorney-client or other similar legal privilege, (ii) contravene any applicable Law or (iii) contravene the confidentiality restrictions in any Contract to which the disclosing Person is a party (provided, that the Purchaser and its Subsidiaries shall use good faith efforts to provide access that complies with such confidentiality restriction, including giving effect to the provisions of Section 8.13(a) hereof). Nothing in this Section ‎7.1 shall require Purchaser or its Subsidiaries to disclose or provide access to any information which primarily relates to the negotiation of this Agreement or the Transactions.

Appears in 1 contract

Sources: Business Combination Agreement (Compass Digital Acquisition Corp.)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing Date (the “Interim Period”), subject to Section 7.155.9, each of the Sellers Target Companies, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of the Target Companies, Pubco, the Merger Subs or pertaining to Asset Company and the Cronos Assets (their Affiliates as applicable), as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets Target Companies, Pubco, the Merger Subs or Asset Company their Affiliates and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of Asset Company the Target Companies, Pubco and the Merger Sub to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation, and, except as provided in Section 5.9, the Target Companies, Pubco, Merger Subs or their Affiliates are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies, Pubco, the Merger Subs or their Affiliates; provided, further, that (i) such access may be limited to the extent any of the Target Companies, Pubco, the Merger Subs or their Affiliates reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies, Pubco, the Merger Subs or their Affiliates and (ii) nothing in this Agreement shall be deemed to provide Purchaser and its Representatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, including ▇▇▇▇▇.▇▇▇, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 7.155.9, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company, Pubco, the Merger Subs and their respective Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of Purchaser or pertaining to SPACits Subsidiaries, as the Sellers Company, Pubco, the Merger Subs or their respective Representatives may reasonably request regarding SPAC Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers Company, Pubco and the Merger Subs and their respective Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries; provided, further, that such access may be limited to the extent Purchaser or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of Purchaser or its Subsidiaries. Notwithstanding the foregoing, Purchaser shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Appears in 1 contract

Sources: Business Combination Agreement (Far Peak Acquisition Corp)

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 9.1 8.1 or the Closing Date (the “Interim Period”), subject to Section 7.155.9, each of the Sellers Target Companies shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of the Target Companies or pertaining to Asset Company and the Cronos Assets (their Affiliates as applicable), as SPAC Purchaser or its Representatives may reasonably request regarding the Cronos Assets Target Companies or Asset Company their Affiliates and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited balance sheets and income statements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of Asset Company the Target Companies to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation, and, except as provided in Section 5.9, the Target Companies or their Affiliates are not required to produce new reports or information that otherwise are not already in existence; provided, however, that SPAC Purchaser and its Representatives, in each case, Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SellersTarget Companies, Purchaser, Merger Sub or their Affiliates; provided, further, that (i) such access may be limited to the extent any of the Target Companies, Purchaser, Merger Sub or their Affiliates reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies, Purchaser, Merger Sub or their Affiliates and (ii) nothing in this Agreement shall be deemed to provide Purchaser and its Representatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, (x) it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company or (y) conduct or perform any invasive or subsurface investigations of the properties or facilities of any Target Company or its Affiliates, in each case, without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. (b) During the Interim Period, subject to Section 7.155.9, SPAC Purchaser shall give, and shall cause its Representatives to give, the Sellers Company and their respective its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of Purchaser or pertaining to SPACits Subsidiaries, as the Sellers Company or their respective its Representatives may reasonably request regarding SPAC Purchaser, its Subsidiaries and its their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause SPACeach of Purchaser’s Representatives to reasonably cooperate with the Sellers Company and their respective its Representatives in their investigation; provided, however, that the Sellers Company and their respective its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of SPACPurchaser or any of its Subsidiaries; provided, further, that such access may be limited to the extent Purchaser or its Subsidiaries reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of Purchaser or its Subsidiaries. Notwithstanding the foregoing, Purchaser shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Appears in 1 contract

Sources: Business Combination Agreement (TradeUP Global Corp)