Access to Information; Cooperation. (a) Upon reasonable notice and subject to applicable laws, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b). (c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date. (d) Each party shall hold all information furnished by or on behalf of the other party or any of its Subsidiaries or representatives pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) in confidence to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”). (e) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Access to Information; Cooperation. (a) Upon reasonable notice and subject to applicable laws, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to the officers, employees, accountants, counsel, advisors advisors, and other representatives of Parent Purchaser, reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnelcommitments, information technology systems personnel and records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, the Company shall, and shall cause its Subsidiaries subsidiaries to, make available to Parent Purchaser (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state banking or insurance laws (other than reports or documents that Company is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties and personnel as Parent Purchaser may reasonably request. Parent Upon the reasonable request of Company, Purchaser shall use commercially furnish such reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable lawsinformation about it, each of Parent its subsidiaries, and the Company shall, business of it and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses subsidiaries as is reasonably relevant to such party Company and its shareholders stockholders in connection with the transactions contemplated by this Agreement, and Purchaser shall, and shall cause its subsidiaries to, make available to Company a copy of each report, schedule, registration statement and other document filed or received by it during the period prior to the Effective Time pursuant to the requirements of federal securities laws or federal or state banking or insurance laws that is or would become publicly available solely by passage of time (other than reports or documents that Purchaser is not permitted to disclose under applicable law). No party Neither Company nor Purchaser, nor any of their subsidiaries shall be required to provide access to or to disclose information where (i) to the extent such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information party or its subsidiaries (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), (ii) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this AgreementAgreement or (iii) personnel records that, in its good faith opinion, could subject it to risk of liability. The parties hereto will seek shall use all reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject . Any investigation pursuant to applicable law, during the period from the date of this Agreement Section shall be conducted in such manner as not to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate interfere unreasonably with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries conduct of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold all information furnished by or on behalf of the other party or any of its Subsidiaries or representatives subsidiaries.
(b) All information and materials provided pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) in confidence this Agreement shall be subject to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement, dated June confidentiality agreement entered into between the parties as of March 15, 2015, by and between Parent and the Company 2014 (the “Non-Disclosure Confidentiality Agreement”).
(ec) No investigation by Parent, the Company a party hereto or their respective its representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and any representations, warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations covenants of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of set forth in this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Sources: Merger Agreement (SWS Group Inc), Merger Agreement (Hilltop Holdings Inc.)
Access to Information; Cooperation. (a) Upon reasonable notice and subject to applicable laws, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable best efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders stockholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold all information furnished by or on behalf of the other party or any of its Subsidiaries or representatives pursuant to this Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) 6.4 in confidence to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement, dated June 15February 26, 2015, as amended April 22, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”).
(ec) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 6.4 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Sources: Merger Agreement (Yodlee Inc), Merger Agreement (Envestnet, Inc.)
Access to Information; Cooperation. (a) Upon reasonable notice Except as may be necessary to comply with any Applicable Laws and subject to (x) any applicable lawsprivileges (including the attorney-client privilege), (y) this Section 5.02 and (z) the Company terms and conditions of any confidentiality or similar agreements between GPC or any of its Subsidiaries and a third party, including customers, vendors and distributors, from and after the Distribution Date, GPC shall, and shall cause each of the other GPC Companies to: (i) afford SpinCo and its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent Representatives reasonable access, access upon reasonable prior notice during normal business hours during hours, to all employees, offices, properties, agreements, records, books and affairs of GPC Companies, to the period extent relating to the conduct of the SpinCo Business prior to the Distribution Effective Time, and provide copies of such information relating to the SpinCo Companies or the SpinCo Business as SpinCo may reasonably request for any proper purpose, including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the preparation of any financial statements or reports and (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to the Transferred Assets, the SpinCo Companies or the SpinCo Business; and (ii) use reasonable best efforts to cooperate in the defense or pursuit of any claim or action that relates to occurrences involving the Transferred Assets, the SpinCo Companies or the SpinCo Business prior to the Distribution Date; provided that SpinCo shall reimburse GPC Companies for any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by GPC Companies in connection with any such defense, claim or action. SpinCo agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its propertiesRepresentatives under this Section 5.02 in accordance with the provisions of Section 5.04(a); provided, booksfurther, contractsthat if any applicable privilege or the terms and conditions of any confidentiality or similar agreement restrict the GPC Companies’ ability to make any such information available to SpinCo or its Representatives, personnelthe Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not jeopardize such privilege or violate such agreement.
(b) Except as may be necessary to comply with any Applicable Laws and subject to (x) any applicable privileges (including the attorney-client privilege), information technology systems and records(y) this Section 5.02(b), and each shall reasonably cooperate with Parent in preparing to execute (z) the terms and conditions of any confidentiality or similar agreements between any SpinCo Company and a third party, including customers, vendors and distributors, from and after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentialityDistribution Date, nondisclosure and similar agreements with service providers), and, during such period, the Company SpinCo shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to ParentSpinCo Companies to: (i) accurate afford GPC and complete its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of the SpinCo Companies, to the extent relating to the SpinCo Business prior to the Distribution Effective Time, and provide copies of each Company Contract such information relating to the SpinCo Companies or the SpinCo Business as GPC may reasonably request for any proper purpose, including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the preparation of any financial statements or reports and Reinsurance Agreement in effect as (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to the date of this Agreement, SpinCo Companies or the SpinCo Business prior to the Distribution Effective Time; and (ii) a complete use reasonable best efforts to cooperate in the defense or pursuit of any claim or action that relates to occurrences involving the SpinCo Companies or the SpinCo Business prior to the Distribution Date; provided that GPC shall reimburse the SpinCo Companies for any reasonable out-of-pocket expenses (including fees and accurate list expenses of all Investment Assets carried on the books attorneys, accountants and records of the Company other agents or representatives) incurred by SpinCo Companies in connection with any such defense, claim or action. GPC agrees to treat and its Subsidiaries hold as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold confidential all information furnished by provided or on behalf of the other party otherwise made available to it or any of its Subsidiaries or representatives pursuant to Representatives under this Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d5.02(b) in confidence to the extent required by, and in accordance with, with the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”)Section 5.04.
(e) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Sources: Separation Agreement (Essendant Inc), Separation Agreement (Essendant Inc)
Access to Information; Cooperation. (a) Upon reasonable notice Except as may be necessary to comply with any Applicable Laws (including the NISPOM or any Export Control Laws) and subject to (x) any applicable lawsprivileges (including the attorney-client privilege), (y) this Section 5.02 and (z) the Company terms and conditions of any confidentiality or similar agreements between Parent or any of its Subsidiaries and a third party, including customers, vendors and subcontractors, from and after the Distribution Date, Parent shall, and shall cause each of the other Parent Companies to: (i) afford Spinco and its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent Representatives reasonable access, access upon reasonable prior notice during normal business hours during hours, to all employees, offices, properties, agreements, Government Contracts, Government Bids, records, books and affairs of Parent Companies, to the period extent relating to the conduct of the Spinco Business prior to the Distribution Effective Time, and provide copies of such information as Spinco may reasonably request for any proper purpose, including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the preparation of any financial statements or reports and (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to any Transferred Assets, Assumed Liabilities or Indemnified Claims; and (ii) use reasonable best efforts to cooperate in the defense or pursuit of any Transferred Asset or Assumed Liability or any claim or action that relates to occurrences involving the Spinco Business prior to the Distribution Date; provided that Spinco shall reimburse Parent Companies for any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by Parent Companies in connection with any such defense, claim or action. Spinco agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its propertiesRepresentatives under this Section 5.02 in accordance with the provisions of Section 5.04(a).
(b) Except as may be necessary to comply with any Applicable Laws (including the NISPOM or any Export Control Laws) and subject to (x) any applicable privileges (including the attorney-client privilege), books, contracts, personnel, information technology systems and records(y) this Section 5.02(b), and each shall reasonably cooperate with Parent in preparing to execute (z) the terms and conditions of any confidentiality or similar agreements between any Spinco Company and a third party, including customers, vendors and subcontractors, from and after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentialityDistribution Date, nondisclosure and similar agreements with service providers), and, during such period, the Company Spinco shall, and shall cause the other Spinco Companies to: (i) afford Parent and its Subsidiaries toRepresentatives reasonable access upon reasonable prior notice during normal business hours, make available to Parent all employees, offices, properties, agreements, Government Contracts, Government Bids, records, books and affairs of the Spinco Companies, to the extent relating to the Spinco Business prior to the Distribution Effective Time, and provide copies of such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize request for any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable lawsproper purpose, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the transactions contemplated by this Agreement. No party shall be required to provide access preparation of any financial statements or reports and (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to disclose information where such access any Excluded Assets, Excluded Liabilities or disclosure would jeopardize Indemnified Claims; and (ii) use reasonable best efforts to cooperate in the attorney-client privilege defense or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence pursuit of any common interest, joint defense Excluded Asset or similar agreement between Excluded Liability or any claim or action that relates to occurrences involving the parties) Spinco Business or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into the Parent Business prior to the date Distribution Date; provided that Parent shall reimburse the Spinco Companies for any reasonable out-of-pocket expenses (including fees and expenses of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable lawattorneys, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures accountants and other arrangements agents or representatives) incurred by Spinco Companies in connection with the Merger any such defense, claim or action. Parent agrees to treat and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees hold as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold confidential all information furnished by provided or on behalf of the other party otherwise made available to it or any of its Subsidiaries or representatives pursuant to Representatives under this Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d5.02(b) in confidence to the extent required by, and in accordance with, with the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”)Section 5.04.
(e) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (Lockheed Martin Corp)
Access to Information; Cooperation. (a) Upon reasonable notice and subject to applicable laws, the Company shall, and shall cause each of its Subsidiaries to, afford Prior to the officers, employees, accountants, counsel, advisors and other representatives of Parent reasonable access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives earlier of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date termination of this Agreement in accordance with its terms and the Closing Date, subject to the Effective Time or earlier termination terms of this the Confidentiality Agreement, each party Buyer shall reasonably cooperate with be entitled to make such investigation of the other party to reasonably assist each other in planning properties, businesses and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries operations of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain and such examination of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries as of ▇▇▇▇▇ ▇▇to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, ▇▇▇▇, (▇▇▇) copies and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the investment guidelines of each Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company Insurance Subsidiary as in effect as of to disclose information subject to attorney-client privilege or (y) legal counsel for the date of this Agreement Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain namessuch case, the applicable registrar)Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, (3) prior to the application Closing, Buyer shall not contact any employees of, suppliers to, customers of, or registration numberfranchisees of, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold all information furnished by or on behalf of the other party Company or any of its Subsidiaries Affiliates in connection with the Company or representatives pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) in confidence to the extent required by, and in accordance with, Transaction without the provisions prior written consent of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”such consent not to be unreasonably delayed, conditioned or withheld).
(e) No investigation ; provided, that any such contact by ParentBuyer shall be coordinated with Seller, the Company or their respective representatives pursuant and Seller shall be permitted to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth hereinparticipate therein. Nothing contained in this Agreement shall be construed to give either Parent or the Companyto Buyer, directly or indirectly, the right rights to control or direct the Company’s operations of the other party prior to the Effective TimeClosing. Prior to the Effective TimeClosing, each party the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its Subsidiariesother Affiliates engaged in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this Agreement.
(b) Prior to the Closing, the Parties shall cooperate with respect to transition planning and coordination, including (i) refining the services to be provided under the Transition Services Agreement, (ii) negotiating in good faith the sublease of certain of Seller’s or its Affiliates’ respective operationsoffices (or portions thereof) on customary terms and conditions, including the terms as set forth on Exhibit E (the “Sublease”), and entering into such Sublease effective as of Closing, (iii) identifying additional employees of Seller and its Affiliates that Buyer shall make employment offers to at Closing pursuant to Section 6.9(a) and (iv) logistics relating to the resulting co-location of certain employees of the Parties and the Property Buyer.
Appears in 2 contracts
Sources: Unit Purchase Agreement, Unit Purchase Agreement (Choice Hotels International Inc /De)
Access to Information; Cooperation. (a) Upon reasonable notice From the date hereof until the Closing, Seller and subject to applicable laws, the Company ExchangeCo shall, and shall cause each the Company Group to, (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company Group; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Group as Buyer or any of its Subsidiaries toRepresentatives may reasonably request; (c) cause the Representatives of Seller, afford ExchangeCo and the Company Group to cooperate with Buyer in its investigation of the officersCompany Group, employeesprovided, accountantshowever, counsel, advisors and other representatives of Parent reasonable access, that any such investigation shall be conducted during normal business hours during upon reasonable advance notice to Seller, under the period prior supervision of Seller Group’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Company Group; and (d) cooperate in planning Buyer’s or its Affiliate’s integration of the Company Group. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Effective Timecontrary in this Agreement, neither Seller Group nor the Company Group shall be required to all its propertiesdisclose any information to Buyer if such disclosure would, books, contracts, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing Seller’s sole discretion: (i) cause significant competitive harm to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such periodSeller Group, the Company shallGroup, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with if the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would Agreement are not consummated; (ii) jeopardize the any attorney-client privilege or work-product protection of the institution in possession or control of such information other privilege; (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the partiesiii) or contravene any law, rule, regulation, order, judgment, decreeapplicable Law, fiduciary duty duty, or binding agreement entered into prior to the date of this Agreement. The ; or (iv) reveal bids received from third parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” transactions similar to coordinate planning and implementation those contemplated by this Section 6.2(bAgreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, (i) Buyer may contact Material Customers and Material Suppliers and Seller and ExchangeCo shall cause the Company Group to use commercially reasonable efforts to facilitate such contact and (ii) without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned, or delayed).
(c) Within ten (10) business days of the date hereof, Buyer shall not contact any suppliers that are not Material Suppliers to, or customers that are not Material Customers of, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration numberGroup. Buyer shall, and (4) shall cause its Representatives to, abide by the filing date, issuance/registration/grant date (other than terms of Section 5.06 with respect to internet domain names) and expiration date.
(d) Each party shall hold all any access or information furnished by or on behalf of the other party or any of its Subsidiaries or representatives pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) in confidence to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”).
(e) No investigation by Parent, the Company or their respective representatives provided pursuant to this Section 6.2 5.02. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or be deemed to modify agreement given or waive the representations and warranties of the other set forth herein. Nothing contained made by Seller or ExchangeCo in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationsprovided, however, that Buyer shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance of the representations, warranties or covenants of Seller or ExchangeCo if such breach or nonperformance would give rise to the failure of any of the conditions specified in Section 7.01 or Section 7.02.
Appears in 1 contract
Access to Information; Cooperation. (a) Upon reasonable notice Except as may be necessary to comply with any Applicable Laws and subject to (x) any applicable lawsprivileges (including the attorney-client privilege), (y) this Section 5.02 and (z) the Company terms and conditions of any confidentiality or similar agreements between GPC or any of its Subsidiaries and a third party, including customers, vendors and distributors, from and after the Distribution Date, GPC shall, and shall cause each of the other GPC Companies to: %4. afford SpinCo and its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent Representatives reasonable access, access upon reasonable prior notice during normal business hours during hours, to all employees, offices, properties, agreements, records, books and affairs of GPC Companies, to the period extent relating to the conduct of the SpinCo Business prior to the Distribution Effective Time, and provide copies of such information relating to the SpinCo Companies or the SpinCo Business as SpinCo may reasonably request for any proper purpose, including in connection with %5. any judicial, quasi-judicial, administrative, audit or arbitration proceeding, %5. the preparation of any financial statements or reports and %5. the defense or pursuit of any claims, allegations or actions that relate to or may relate to the Transferred Assets, the SpinCo Companies or the SpinCo Business; and %4. use reasonable best efforts to cooperate in the defense or pursuit of any claim or action that relates to occurrences involving the Transferred Assets, the SpinCo Companies or the SpinCo Business prior to the Distribution Date; provided that SpinCo shall reimburse GPC Companies for any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by GPC Companies in connection with any such defense, claim or action. SpinCo agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its propertiesRepresentatives under this Section 5.02 in accordance with the provisions of Section 5.04(a); provided, booksfurther, contractsthat if any applicable privilege or the terms and conditions of any confidentiality or similar agreement restrict the GPC Companies’ ability to make any such information available to SpinCo or its Representatives, personnelthe Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not jeopardize such privilege or violate such agreement.
(b) Except as may be necessary to comply with any Applicable Laws and subject to (x) any applicable privileges (including the attorney-client privilege), information technology systems and records(y) this Section 5.02(b), and each shall reasonably cooperate with Parent in preparing to execute (z) the terms and conditions of any confidentiality or similar agreements between any SpinCo Company and a third party, including customers, vendors and distributors, from and after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentialityDistribution Date, nondisclosure and similar agreements with service providers), and, during such period, the Company SpinCo shall, and shall cause the other SpinCo Companies to: %4. afford GPC and its Subsidiaries toRepresentatives reasonable access upon reasonable prior notice during normal business hours, make available to Parent all employees, offices, properties, agreements, records, books and affairs of the SpinCo Companies, to the extent relating to the SpinCo Business prior to the Distribution Effective Time, and provide copies of such information concerning its business, properties and personnel relating to the SpinCo Companies or the SpinCo Business as Parent GPC may reasonably request. Parent shall use commercially reasonable efforts to minimize request for any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable lawsproper purpose, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders including in connection with %5. any judicial, quasi-judicial, administrative, audit or arbitration proceeding, %5. the transactions contemplated by this Agreementpreparation of any financial statements or reports and %5. No party shall be required to provide access the defense or pursuit of any claims, allegations or actions that relate to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration may relate to the existence of any common interest, joint defense SpinCo Companies or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into SpinCo Business prior to the date Distribution Effective Time; and %4. use reasonable best efforts to cooperate in the defense or pursuit of this Agreement. The parties hereto will seek any claim or action that relates to make appropriate substitute disclosure arrangements under circumstances in which occurrences involving the restrictions of SpinCo Companies or the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement SpinCo Business prior to the Effective Time or earlier termination Distribution Date; provided that GPC shall reimburse the SpinCo Companies for any reasonable out-of-pocket expenses (including fees and expenses of this Agreementattorneys, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures accountants and other arrangements agents or representatives) incurred by SpinCo Companies in connection with the Merger any such defense, claim or action. GPC agrees to treat and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees hold as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold confidential all information furnished by provided or on behalf of the other party otherwise made available to it or any of its Subsidiaries or representatives pursuant to Representatives under this Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d5.02(b) in confidence to the extent required by, and in accordance with, with the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”)Section 5.04.
(e) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Access to Information; Cooperation. (a) Upon reasonable notice From the date hereof until the Closing, Seller and subject to applicable laws, the Company ExchangeCo shall, and shall cause each the Company Group to, (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Company Group; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Group as Buyer or any of its Subsidiaries toRepresentatives may reasonably request; (c) cause the Representatives of Seller, afford ExchangeCo and the Company Group to cooperate with Buyer in its investigation of the officersCompany Group, employeesprovided, accountantshowever, counsel, advisors and other representatives of Parent reasonable access, that any such investigation shall be conducted during normal business hours during upon reasonable advance notice to Seller, under the period prior supervision of Seller Group’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Company Group; and (d) cooperate in planning Buyer’s or its Affiliate’s integration of the Company Group. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed to such individuals as Seller may designate in writing from time to time. Notwithstanding anything to the Effective Timecontrary in this Agreement, neither Seller Group nor the Company Group shall be required to all its propertiesdisclose any information to Buyer if such disclosure would, books, contracts, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing Seller’s sole discretion: (i) cause significant competitive harm to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such periodSeller Group, the Company shallGroup, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with if the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would Agreement are not consummated; (ii) jeopardize the any attorney-client privilege or work-product protection of the institution in possession or control of such information other privilege; (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the partiesiii) or contravene any law, rule, regulation, order, judgment, decreeapplicable Law, fiduciary duty duty, or binding agreement entered into prior to the date of this Agreement. The ; or (iv) reveal bids received from third parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” transactions similar to coordinate planning and implementation those contemplated by this Section 6.2(bAgreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, (i) Buyer may contact Material Customers and Material Suppliers and Seller and ExchangeCo shall cause the Company Group to use commercially reasonable efforts to facilitate such contact and (ii) without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned, or delayed).
(c) Within ten (10) business days of the date hereof, Buyer shall not contact any suppliers that are not Material Suppliers to, or customers that are not Material Customers of, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement Group unless such contact is in effect as of the date of this connection with a Commercial Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number. Buyer shall, and (4) shall cause its Representatives to, abide by the filing date, issuance/registration/grant date (other than terms of Section 5.06 with respect to internet domain names) and expiration date.
(d) Each party shall hold all any access or information furnished by or on behalf of the other party or any of its Subsidiaries or representatives pursuant to Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) in confidence to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”).
(e) No investigation by Parent, the Company or their respective representatives provided pursuant to this Section 6.2 5.02. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or be deemed to modify agreement given or waive the representations and warranties of the other set forth herein. Nothing contained made by Seller or ExchangeCo in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.provided, however, that Buyer shall advise Seller as soon as practicable after it obtains knowledge of any breach or nonperformance of the representations, warranties or covenants of Seller or ExchangeCo if such breach or nonperformance would give rise to the failure of any of the conditions specified in Section 7.01 or Section 7.02. Purchase Agreement 53 Project Acorn
Appears in 1 contract
Access to Information; Cooperation. (a) Upon reasonable notice From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to applicable lawsApplicable Law and the Confidentiality Agreement, Seller will (i) give Parent, ASCO GP LLC, Buyer, their #88639600v31 counsel and other authorized Representatives reasonable access to the properties, books and records of the Business, (ii) furnish to Parent, ASCO GP LLC, Buyer, their counsel and other authorized Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to cooperate with Parent, ASCO GP LLC and Buyer in their investigation of the Business. Notwithstanding the foregoing, Buyer and its agents shall not have access to (A) any properties of Seller or its Affiliates, including the Transferred Assets and the Real Property, for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (B) any information to the extent relating to any Retained Business or (C) any Seller Tax Records; provided, that Seller shall extract from Seller Tax Records and provide to Parent, ASCO GP LLC or Buyer any information solely related to the Transferred Subsidiaries, the Company shallTransferred Assets, the Assumed Liabilities or the Business as reasonably requested by Parent, ASCO GP LLC or Buyer. Without limiting the foregoing (and shall cause each of its Subsidiaries to, afford subject to the officerslimitations of the foregoing), employees, accountants, counsel, advisors after the date hereof and other representatives of Parent reasonable access, during normal business hours during the period prior to the Effective TimeClosing, Buyer shall identify to all Seller from time-to-time certain members of its transition team to work closely with their functional counterparts of Seller and the Business after the date of this Agreement and through the Closing Date to assist in the implementation of the transition of the Business to operate on a stand-alone basis (with the understanding and agreement that such identified personnel shall not participate in the management or operation of the Business prior to the Closing). Such personnel of Buyer and Seller shall use good faith efforts to meet on a periodic basis to review the progress of the Business towards functioning on a stand-alone basis as of the Closing Date.
(b) From and after the Closing Date, and subject to Applicable Law, upon request, each of Parent, ASCO GP LLC and Buyer will afford promptly to Seller and its authorized Representatives, reasonable access to its properties, books, contractsrecords, personnelemployees and auditors (i) to the extent necessary to permit Seller to prepare the Modified Net Working Capital Value Statement, (ii) to the extent necessary to permit Seller or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date with respect to the Business or the Excluded Assets or Excluded Liabilities, (iii) in connection with any Action related to either the Excluded Assets and Liabilities or the conduct of the Business or the ownership of the Transferred Assets prior to the Closing for which Seller or such Affiliate has retained liability under this Agreement and (iv) otherwise to the extent that Seller reasonably requests or requires such access in connection with its tax, regulatory, litigation, contractual or other legitimate matters.
(c) In furtherance of the foregoing, from and after the Closing Date, each of Parent, ASCO GP LLC and Buyer will provide and, as applicable, cause its employees and its Affiliates and their employees to provide, all cooperation reasonably requested by or on behalf of Seller, any of its Affiliates or their respective Representatives in connection with any Excluded Liability, which cooperation will include furnishing or causing to be furnished records, information technology systems and testimony as requested by Seller, its Affiliates or their respective Representatives and causing Transferred Employees who possess knowledge pertaining to any such Action to provide information, recollections and explanations with respect thereto and make themselves available, including for consultation with respect to settlement discussions and to attend strategy sessions and judicial and arbitration proceedings, as requested by Seller, its Affiliates or their respective #88639600v31 Representatives in connection therewith; provided that, notwithstanding the foregoing, Parent, ASCO GP LLC and Buyer will only be obligated to cause any person to cooperate with Seller pursuant to this Section 7.10 if and for so long as Parent, ASCO GP LLC or Buyer is capable of directing the actions of such person.
(d) Any access granted to either party or its Representatives pursuant to this Section 7.10 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 7.10 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party or its Representatives in connection therewith.
(e) Notwithstanding anything to the contrary contained herein, nothing in this Section 7.10 shall require (i) Seller, Parent, ASCO GP LLC or Buyer, as applicable, to provide the other party or its Representatives with access to (A) personnel records of employees relating to individual performance or evaluation records, and each shall medical histories or other information which, in the disclosing party’s good faith opinion, is sensitive or the disclosure of which could subject such party or its Affiliates to risk of liability, (B) information the disclosure of which would violate Applicable Law or (C) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of its Affiliates is bound or (y) would reasonably cooperate with Parent be expected to result in preparing to execute after the Effective Time conversion forfeiture or consolidation waiver of systems and business operations generally any attorney-client or similar privilege; provided that, in the case of this clause (including by entering into customary confidentiality, nondisclosure and similar agreements with service providersy), and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent disclosing party shall use commercially reasonable efforts to minimize any interference provide the other party, to the extent possible, with access to the Company’s regular business operations during relevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such access. Upon reasonable notice and subject attorney-client or similar privilege, or (ii) either party’s independent accountants to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold all information furnished by or on behalf of the other party or its Representatives any of its Subsidiaries or representatives pursuant work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to Section 6.2(a), Section 6.2(b), Section 6.2(c) or Section 6.6(d) such access to work papers in confidence form and substance reasonably acceptable to the extent required by, and in accordance with, the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company (the “Non-Disclosure Agreement”)such independent accountants.
(e) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Access to Information; Cooperation. (a) Upon reasonable notice From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and subject to applicable lawsLaw and the Information Sharing Agreement, each Owner will (i) give the Company shallother Owner, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors counsel and other representatives of Parent authorized Representatives, upon reasonable accessadvance written notice, reasonable access during normal business hours during the period prior to the Effective Time, to all its properties, booksbooks and records of the FundsXpress Business and Digital Banking Platform, contractsas applicable, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, ii) furnish or otherwise make available to the officersother Owner, its counsel and other authorized Representatives such financial and operating data and other information reasonably related to such Owner’s Contributed Assets as such Persons may reasonably request, and (iii) instruct the employees, independent accountants, counsel, counsel and financial advisors and of Owner to reasonably cooperate with the other representatives Owner in its investigation of such Owner’s Contributed Assets. Without prior written consent of the other party such information concerning Owner (which will not be unreasonably withheld, conditioned or delayed), neither Owner nor their respective Affiliates shall, prior to the Closing Date, contact any customer, vendor, supplier or employee of, or any other Person having business dealings with, the other Owner or its businesses as is reasonably relevant Affiliates with respect to such party and its shareholders in connection other Owner’s Contributed Assets or with respect to any aspect of the transactions contemplated by under this AgreementAgreement or any of the other Transaction Agreements. No Any access granted to any party hereunder or its Representatives pursuant to this Section shall be required conducted in such manner as not to provide access to or to disclose information where such access or disclosure would jeopardize interfere unreasonably with the attorney-client privilege or work-product protection conduct of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions business of the preceding sentence applyparty granting such access.
(b) Subject From and after the Closing Date, and subject to applicable lawLaw, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreementupon request, each party shall reasonably cooperate with the other party Owner will, and will cause its Affiliates to, afford promptly to reasonably assist each other Company and its authorized Representatives reasonable access to its properties, books, records, employees and auditors, which are in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporationsuch Owner’s and its SubsidiariesAffiliates’ becoming Subsidiaries possession, and are necessary to or reasonably relate to the ownership or operation of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b)Contributed Assets.
(c) Within ten (10) business days of Notwithstanding anything to the date hereofcontrary contained herein, the Company nothing in this Section shall provide to Parent: require (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records of the Company and its Subsidiaries as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) copies of the investment guidelines of each Company Insurance Subsidiary as in effect as of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listingeither Owner, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold all information furnished by or on behalf of provide the other party or its Representatives with access to (A) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, is sensitive or the disclosure of which could subject such party or its Affiliates to risk of liability, or (B) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of its Subsidiaries Affiliates is bound, or representatives pursuant (y) would reasonably be expected to Section 6.2(aresult in the forfeiture or waiver of any attorney-client or similar privilege; provided that, in the case of this clause (y), Section 6.2(b)the disclosing party shall use reasonable best efforts to provide the other party, Section 6.2(c) or Section 6.6(d) in confidence to the extent required bypossible, and with access to the relevant information in accordance witha manner that would not reasonably be expected to result in the forfeiture or waiver of any such attorney-client or similar privilege, the provisions of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent and the Company or (the “Non-Disclosure Agreement”).
(eii) No investigation by Parent, the Company or their respective representatives pursuant any party’s independent accountants to this Section 6.2 shall affect or be deemed make available to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to the Effective Time. Prior such access to the Effective Time, each party shall exercise, consistent with the terms work papers in form and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operationssubstance reasonably acceptable to such independent accountants.
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Access to Information; Cooperation. (a) Upon The Company shall afford DTVG and its Affiliates and their Representatives reasonable access upon reasonable prior notice and subject to applicable laws, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, advisors and other representatives of Parent reasonable access, during normal business hours during and in a manner so as not to interfere with the period prior to normal operations of the Effective Time, Company to all its employees, offices, properties, booksagreements, contracts, personnel, information technology systems and records, and each shall reasonably cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally (including by entering into customary confidentiality, nondisclosure and similar agreements with service providers), and, during such period, the Company shall, and shall cause its Subsidiaries to, make available to Parent such information concerning its business, properties and personnel as Parent may reasonably request. Parent shall use commercially reasonable efforts to minimize any interference with the Company’s regular business operations during any such access. Upon reasonable notice and subject to applicable laws, each of Parent and the Company shall, and shall cause each of their respective Subsidiaries to, furnish or otherwise make available to the officers, employees, accountants, counsel, advisors and other representatives of the other party such information concerning its businesses as is reasonably relevant to such party and its shareholders in connection with the transactions contemplated by this Agreement. No party shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege or work-product protection of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will seek to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.
(b) Subject to applicable law, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, each party shall reasonably cooperate with the other party to reasonably assist each other in planning and implementing necessary and appropriate policies, procedures and other arrangements in connection with the Merger and the Surviving Corporation’s and its Subsidiaries’ becoming Subsidiaries of Parent. As necessary in connection therewith, each of Parent and the Company shall designate certain of their or their Subsidiaries’ respective employees as “Transition Coordinators” to coordinate planning and implementation contemplated by this Section 6.2(b).
(c) Within ten (10) business days of the date hereof, the Company shall provide to Parent: (i) accurate and complete copies of each Company Contract and Reinsurance Agreement in effect as of the date of this Agreement, (ii) a complete and accurate list of all Investment Assets carried on the books and records affairs of the Company and its Subsidiaries reasonably related to any Excluded Asset or Excluded Liability (as of ▇▇▇▇▇ ▇▇such terms are defined in the Contribution Agreement), ▇▇▇▇, (▇▇▇) and provide copies of such information as DTVG or its Affiliates may reasonably request related to the investment guidelines foregoing; provided, however, that the Company shall not be required to provide any information to DTVG or its Affiliates which could constitute a waiver of each Company Insurance Subsidiary as in effect as any attorney-client privilege or violate any contractual obligation of the date of this Agreement and (iv) a complete and accurate list of all material Registered Owned Intellectual Property, in each case listing, as applicable, (1) the name of the applicant/registrant and current owner, (2) the jurisdiction where the application/registration is located (or, for internet domain names, the applicable registrar), (3) the application or registration number, and (4) the filing date, issuance/registration/grant date (other than with respect to internet domain names) and expiration date.
(d) Each party shall hold all information furnished by or on behalf of the other party Company or any of its Subsidiaries Subsidiaries. Any such access shall be conditioned upon (i) the execution by DTVG and any applicable Affiliates or representatives pursuant Representatives of a confidentiality agreement reasonably acceptable to Section 6.2(athe Company and (ii) the prompt reimbursement by DTVG of reasonable, out-of-pocket fees, costs and expenses (including legal fees) incurred by the Company to comply with such requests.
(b) Without limiting the obligations of the Company contained in the Contribution Agreement or any other agreement between or among the Parties, if the chief executive officer, chief financial officer or general counsel of Purchaser or the Company have in their possession any information that relates to any fact or circumstance that would reasonably be expected to result in an Excluded Asset or Excluded Liability (as such terms are defined in the Contribution Agreement), Section 6.2(b), Section 6.2(c) or Section 6.6(d) in confidence then promptly after such officer becomes aware that such information is subject to the extent required byterms of this Section 4.7(b) the Company will forward such information to DTVG. Promptly after the date hereof, and in accordance with, the provisions each of the Non-Disclosure Agreement, dated June 15, 2015, by and between Parent Purchaser and the Company (shall advise its chief executive officer, chief financial officer and general counsel of the “Non-Disclosure Agreement”terms of this Section 4.7(b).
(e) No investigation by Parent, the Company or their respective representatives pursuant to this Section 6.2 shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in this Agreement shall give either Parent or the Company, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Skyterra Communications Inc)