Access for Investigation. (a) The Purchaser, the China Vendors and China eMall shall permit the other Parties and their Authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to their respective premises and their respective Records to enable confirmation of the accuracy of the Records and the matters represented and warranted in Articles IV, V and VI . (b) Until the Closing Date and, in the event the termination of this Agreement without the completion of the transactions contemplated hereby, each of the Parties shall thereafter, subject to subsection 8.6(c), use its best efforts to keep confidential and not use for its own purpose (other than as contemplated by this Agreement) any information obtained from any other Party with respect to the other Party's affairs. If this Agreement is terminated, all documents, working papers and other written material obtained by the Party from the other party in connection with this Agreement and not previously made public (and all copies thereof) shall be returned to the other Party promptly after such termination. (c) The obligation of each of the Parties under subsection 8.6(b) to keep confidential and not use any information shall not apply to information which: (i) becomes generally available to the public other than as a result of a disclosure by the Party or its representatives in violation of this Agreement; (ii) was available to the Party on a non-confidential basis prior to its disclosure by the other party or their representatives; (iii) becomes available to the party on a non-confidential basis from a source other than the other Party or its representatives, provided that such source is not bound by a confidentiality agreement with the other Party; or (iv) the Party is required by law to disclose.
Appears in 2 contracts
Sources: Share Exchange Agreement (VHS Network Inc/Ca), Share Exchange Agreement (VHS Network Inc/Ca)
Access for Investigation. (a) The Purchaser, the China Vendors Receptagen and China eMall Spantel shall permit the other Parties Party and their its Authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to their respective premises and their respective Records to enable confirmation of the accuracy of the Records and the matters represented and warranted in Articles III, IV, V and VI .
(b) VI. Until the Closing Date and, in the event the termination of this Agreement without the completion of the transactions contemplated hereby, each of the Parties shall thereafter, subject to subsection 8.6(c8.3(b), use its best efforts to keep confidential and not use for its own purpose (other than as contemplated by this Agreement) any information obtained from any other Party with respect to the other Party's affairs. If this Agreement is terminated, all documents, working papers and other written material obtained by the Party from the other party in connection with this Agreement and not previously made public (and all copies thereof) shall be returned to the other Party promptly after such termination.
(cb) The obligation of each of the Parties under subsection 8.6(b8.3
(a) to keep confidential and not use any information shall not apply to information which:
(i) becomes generally available to the public other than as a result of a disclosure by the Party or its representatives in violation of this Agreement;
(ii) was available to the Party on a non-confidential basis prior to its disclosure by the other party or their representatives;
(iii) becomes available to the party on a non-confidential basis from a source other than the other Party or its representatives, provided that such source is not bound by a confidentiality agreement with the other Party; or
(iv) the Party is required by law to disclose.
Appears in 1 contract
Sources: Share Exchange Agreement (Spantel Communications Inc)
Access for Investigation. (a) The Purchaser, the China Vendors InterUnion and China eMall BMB shall permit the other Parties Party and their its Authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to their respective premises and their respective Records to enable confirmation of the accuracy of the Records and the matters represented and warranted in Articles III, IV, V and VI .
(b) VI. Until the Closing Date and, in the event the termination of this Agreement without the completion of the transactions contemplated hereby, each of the Parties shall thereafter, subject to subsection 8.6(c8.3(b), use its best efforts to keep confidential and not use for its own purpose (other than as contemplated by this Agreement) any information obtained from any other Party with respect to the other Party's affairs. If this Agreement is terminated, all documents, working papers and other written material obtained by the Party from the other party in connection with this Agreement and not previously made public (and all copies thereof) shall be returned to the other Party promptly after such termination.
(cb) The obligation of each of the Parties under subsection 8.6(b8.3
(a) to keep confidential and not use any information shall not apply to information which:
(i) becomes generally available to the public other than as a result of a disclosure by the Party or its representatives in violation of this Agreement;
(ii) was available to the Party on a non-confidential basis prior to its disclosure by the other party or their representatives;
(iii) becomes available to the party on a non-confidential basis from a source other than the other Party or its representatives, provided that such source is not bound by a confidentiality agreement with the other Party; or
(iv) the Party is required by law to disclose.
Appears in 1 contract
Access for Investigation. (a) The Purchaser, the China Vendors Osgoode and China eMall Lasermedia shall permit the other Parties Party and their its Authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to their respective premises and their respective Records to enable confirmation of the accuracy of the Records and the matters represented and warranted in Articles IVIII, V IV and VI .
(b) V. Until the Closing Date and, in the event the termination of this Agreement without the completion of the transactions contemplated hereby, each of the Parties shall thereafter, subject to subsection 8.6(c7.3(b), use its best efforts to keep confidential and not use for its own purpose (other than as contemplated by this Agreement) any information obtained from any other Party with respect to the other Party's affairs. If this Agreement is terminated, all documents, working papers and other written material obtained by the Party from the other party in connection with this Agreement and not previously made public (and all copies thereof) shall be returned to the other Party promptly after such termination.
(cb) The obligation of each of the Parties under subsection 8.6(b7.3
(a) to keep confidential and not use any information shall not apply to information which:
(i) becomes generally available to the public other than as a result of a disclosure by the Party or its representatives representative in violation of this Agreement;; 3(a)(1)-13
(ii) was available to the Party on a non-confidential basis prior to its disclosure by the other party or their representatives;
(iii) becomes available to the party on a non-confidential basis from a source other than the other Party or its representatives, provided that such source is not bound by a confidentiality confidential agreement with the other Party; or
(iv) the Party is required by law to disclose.
Appears in 1 contract
Sources: Share Exchange Agreement (Lasermedia Communications Corp)