Access to Properties and Records. (a) The Seller shall, subject to the provisions of Section 8.6, cause the Company to afford to the Buyer, and to the accountants, counsel and other representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably request; provided, however, that (i) the Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way as to avoid disrupting the normal business of the Company, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply. (b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.
Appears in 1 contract
Access to Properties and Records. (a) The Seller shall, subject Each party shall give to the provisions of Section 8.6, cause the Company to afford to the Buyer, -------------------------------- other and to the accountants, counsel and other its authorized representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company andfull access, during such periodreasonable business hours, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably request; provided, however, that (i) the Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way manner as not unduly to avoid disrupting the disrupt normal business activities, to any and all of the Companyits premises, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilegeproperties, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documentscontracts, books, records and files related affairs, and will cause its senior officers to furnish any and all data and information pertaining to its business that the other may from time to time reasonably require. Unless and until the transactions contemplated by this Agreement have been consummated, each party and its representatives shall hold in confidence all information so obtained and will use such information solely for the purposes intended by this Agreement. If the transactions contemplated hereby are not consummated, each party will return all documents (and copies thereof) hereinabove referred to and obtained therefrom. Such obligation of confidentiality shall not extend to any information which is shown to have been previously (i) known to the party receiving it, (ii) generally known to others engaged in the trade or business and operations of the Company prior to January 1disclosing party, 2002 shall be delivered (iii) part of public knowledge or literature without breach of a duty of confidentiality, or (iv) lawfully received from a third party. Without limiting the generality of the foregoing, it is understood and agreed that certain information disclosed by each party to the Buyer no later than other, or their respective representatives, may constitute "material inside information" that has not previously been disclosed to the one year anniversary public generally. Each party acknowledges that it and its representatives are aware of the Closing Daterestrictions on the use of such information imposed by federal and state securities laws, agrees to comply and cause its representatives to comply with such restrictions, and agrees to indemnify and hold the other party and each of its directors, officers and employees free and harmless from any and all liability, cost or expense that any of them may incur or suffer by reason of any breach by the indemnifying party or any of its authorized representatives of any of such restrictions. The Seller shall provide the Buyer and its Representatives reasonable access on From and after the date hereof and until the Closing to all original agreementsor termination hereof, documentsneither party, books and records and files stored on computer disks nor any of their respective officers, directors, principal shareholders or tapes other representatives, shall purchase or any other storage medium sell, directly or indirectly, in the possession public marketplace or otherwise, any securities of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.party.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Summa Industries)
Access to Properties and Records. (a) The Seller shallEach of the Selling Parties shall afford, subject to and shall cause each of the provisions of Section 8.6, cause the Company to afford to the Buyer, Partnership Entities (and to the extent reasonably necessary, Parent) to afford, to Buyer and Buyer's accountants, counsel and other representatives (collectively "RepresentativesBUYER REPRESENTATIVES") of ), upon reasonable advance notice to the Buyer, as well as the Buyer's financing sources (and Selling Parties or their respective Representatives)financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Section 13Article VII hereof) to all personnel, properties, assets, books, Contractscontracts, and files and records of each of the Company Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (provided that the Selling Parties or their designee(s) may, in the sole discretion of the Selling Parties, accompany the person(s) to whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to the Buyer all other information concerning the Companybusiness, properties properties, liabilities and personnel of any of the Partnership Entities as the Buyer may reasonably request; provided, howeverprovided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of the Selling Parties or Buyer's reliance thereon. Additionally, that (i) Buyer shall hold in confidence all such information on the Buyer terms and its representatives shall take such action as is deemed necessary subject to the conditions contained in the reasonable judgment Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the Selling Parties or any of the Seller Partnership Entities relating to schedule such access information or would cause any of such entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and visits subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such a way information shall continue in effect as to avoid disrupting such information for a period of two years from the normal business Closing. Buyer further agrees that if any of the CompanySelling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (iiwhether in electronic or other format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in Section 8.2) asserted against or suffered by the Seller shall not be required to take Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or arising out of any action that would constitute a waiver personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the gross negligence or willful misconduct of the attorney-client or other legal privilegeSelling Parties, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the SellerParent, the Seller Partnership Entities or the Company are under a contractual, fiduciary any employee or legal obligation not to supplyagent thereof.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer agrees that it shall preserve and keep all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and or operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to Partnership Entities on or before the business and operations Closing Date in Buyer's possession for a period of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of at least six years from the Closing Date. The Seller Notwithstanding the foregoing, Buyer agrees that it shall provide the Buyer preserve and its Representatives reasonable access on and after the Closing to keep all original agreements, documents, books and records and files stored on computer disks of the Partnership Entities relating to any audit or tapes investigation instituted by a Governmental Authority or any other storage medium in litigation (whether or not existing on the possession of the Seller and its Affiliates relating Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the business and operations of the Company until the same are delivered Closing, without regard to the Buyer six-year period set forth in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.this Section 4.2(b).
Appears in 1 contract
Access to Properties and Records. (a) The Seller shall, subject MDJB (which shall be deemed to include Colorado Tech for purposes of this Article VII unless the provisions of Section 8.6, cause the Company to context clearly provides otherwise) shall afford to the Buyerofficers, employees, attorneys, accountants and other authorized representatives of Acquisition, free and full access to all of MDJB's assets, properties, Books and Records, and employees in order to afford Acquisition as full an opportunity of review, examination and investigation as Acquisition shall desire to make of the accountantsaffairs of MDJB, counsel and Acquisition shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and MDJB shall furnish or cause to be furnished to Acquisition such reasonable financial and operating data and other representatives ("Representatives") of the Buyer, as well as the Buyerinformation about MDJB's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Companybusiness, properties and personnel as the Buyer assets which any of Acquisition's respective officers, employees, attorneys, accountants or other authorized representatives may reasonably request; provided, however, request provided that (i) the Buyer Acquisition and its representatives agents shall take such action as is deemed necessary in the reasonable judgment give advance notice to MDJB of the Seller any intended visit to schedule such access any Facility or meeting with MDJB's employees and visits in such a way as to avoid disrupting the normal business of the Company, (ii) the Seller shall not be required to take any action that would constitute a waiver unreasonably interfere with the operations of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supplyMDJB's business.
(b) As soon as reasonably practicable after Until the Closing Date Merger has been consummated (but in any event no later than 120 days after and if the Closing DateMerger is not consummated, at all times hereafter), the Seller will deliver or cause to be delivered to the Buyer all original agreementsMDJB, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ and Acquisition will not disclose or use any information obtained in the course of their respective investigations. If the proposed Merger is not consummated, ▇▇▇▇r.▇▇▇ and Acquisition and its representatives will return all documents, worksheets and data to MDJB and MDJB and its representatives will return all documents, worksheets and data to ▇▇▇▇▇▇▇ and Acquisition and, except as required by law neither party shall discuss or release information to any third person (except the attorneys, accountants and representatives of the parties) with respect to such unconsummated Merger. Such obligation of confidentiality shall not extend to any information which is shown to have been previously known by MDJB, ▇▇▇▇▇▇▇ or Acquisition, as the case may be, or generally known to others engaged in the same trade or business as MDJB, ▇▇▇▇▇▇▇ or Acquisition or made known to MDJB, ▇▇▇▇▇▇▇ or Acquisition or the public by a third party.
Appears in 1 contract
Access to Properties and Records. (a) The Seller shall, subject to the provisions of Section 8.6, cause the Company to shall afford to the Buyerofficers, and to the accountantsemployees, counsel attorneys, accountants and other authorized representatives ("Representatives") of the Buyer, free and full access to all of the Seller's Assets, properties, Books and Records, students and employees in order to afford the Buyer as well full an opportunity of review, examination and investigation as the Buyer shall desire to make of the affairs of the Seller and the Institution, and the Buyer shall be permitted to make extracts from, or take copies of, such Books and Records (including the stock record and minute books) or other documentation or to obtain temporary possession of any thereof as may be reasonably necessary; and the Seller shall furnish or cause to be furnished to the Buyer such reasonable financial and operating data and other information about the Business, properties and assets which any of the Buyer's financing sources (and their respective Representatives)officers, reasonable access during normal business hours throughout the period prior to the Closing Date (employees, attorneys, accountants or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer authorized representatives may reasonably request; provided, however, provided that (i) the Buyer and its representatives agents shall take such action as is deemed necessary in not unreasonably interfere with the reasonable judgment operations of the Seller Business. No information or knowledge obtained in any investigation pursuant to schedule such access and visits in such a way as this Section 6.1 shall affect or be deemed to avoid disrupting modify any representation or warranty contained herein or the normal business conditions to the obligations of the Company, (ii) parties to consummate the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supplytransactions contemplated by this Agreement.
(b) As soon as The Seller shall furnish the Buyer, upon reasonable request, with all information concerning the Seller and the Institution reasonably practicable after the Closing Date (but required for inclusion in any event no later than 120 days after application made by the Buyer to ACICS, ED, any Accrediting Body, New Jersey Department of Education or any other state governmental department and/or agency or any non-governmental or quasi-governmental body or regulatory body in connection with the transactions contemplated by this Agreement and the reinstatement of Licenses, Accreditations and Certifications following the consummation of such transactions.
(c) After the Closing Date), the Buyer shall provide the Seller will deliver or cause to be delivered with reasonable access to the Buyer all original agreements, documents, pre-Closing books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating Business to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of extent required by the Seller and to fulfill its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.obligations under this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Computer Learning Centers Inc)
Access to Properties and Records. Confidentiality. -------------------------------------------------
(a) The Seller shall, subject to the provisions of Section 8.6, cause the Company to afford to the Buyer, and to the accountants, counsel and other representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, Corry shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably request; provided, however, that (i) the Buyer permit Northwest and its representatives reasonable access to its properties, and shall take such action as is deemed necessary in the reasonable judgment of the Seller disclose and make available to schedule such access and visits in such a way as to avoid disrupting the normal business of the Companythem all books, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books papers and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business assets, stock ownership, properties, operations, obligations and operations liabilities of Corry, including, but not limited to, all books of account (including the general ledger), tax records, minute books of meetings of the Company since January 1board of trustees (and any committees thereof), 2002organizational documents, provided that all remaining bylaws, material contracts and agreements, documentsfilings with any regulatory authority, booksaccountants' work papers, records litigation files, plans affecting employees, and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium business activities or prospects in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ which ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ have a reasonable interest. Corry shall make its officers, employees and agents and authorized representatives (including counsel and independent public accountants) available to confer with Northwest and its representatives. Corry shall permit the President of Northwest to attend regular meetings of ▇▇▇▇▇▇'▇ ▇▇ ▇▇▇ ▇▇▇▇r.Board of Trustees', including, without limitation, the loan committee or asset/liability committee meetings.
(b) All information furnished previously in connection with the transactions contemplated by this Agreement or pursuant hereto shall be treated as the sole property of the party furnishing the information until consummation of the transactions contemplated hereby and, if such transactions shall not occur, the party receiving the information shall, upon request, return to the party which furnished such information all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for three years from the date the proposed transactions are abandoned but shall not apply to (i) any information which (x) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof by the party furnishing the information; (y) was then generally known to the public; or (z) became known to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction, provided that the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten business days prior notice thereof.
Appears in 1 contract
Access to Properties and Records. (a) The Seller shall, subject to the provisions of Section 8.6, cause the Company to shall afford to the Buyerofficers, and to the accountantsemployees, counsel attorneys, accountants and other authorized representatives ("Representatives") of AppNet, free and full access to all of the BuyerCompany's assets, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files books and records and employees in order to afford AppNet as full an opportunity of review, examination and investigation as they shall desire to make of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning affairs of the Company, and AppNet shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation as may be reasonably necessary. The Company shall furnish or cause to be furnished to AppNet such reasonable financial and operating data and other information about the Company's Business, as it is presently being conducted, as it has been conducted in the past, properties and personnel as assets which any of the Buyer officers, employees, attorneys, accountants or other authorized representatives of AppNet may reasonably request; provided, however, provided that (i) the Buyer AppNet and its representatives agents shall take such action as is deemed necessary in not unreasonably interfere with the reasonable judgment of the Seller to schedule such access and visits in such a way as to avoid disrupting the normal business operations of the Company, (ii) 's Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the Seller shall not be required conditions to take any action that would constitute a waiver the obligations of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) parties to consummate the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supplytransactions contemplated by this Agreement.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered AppNet shall afford to the Buyer all original agreementsofficers, documentsemployees, attorneys, accountants and other authorized representatives of the Company, access to such of AppNet's assets, properties, books and records and files stored on computer disks employees in order to afford the Company as full an opportunity of review, examination and investigation as they shall reasonably request of the affairs of AppNet, and the Company shall be permitted to make extracts from, or tapes take copies of, such books, records (including the stock record and minute books) or any other storage medium documentation thereof as may be reasonably necessary. AppNet shall furnish or cause to be furnished to the Company such reasonable financial and operating data and other information about AppNet's Business, as it is presently being conducted, as it has been conducted in the possession past, properties and assets which any of the Seller and its Affiliates relating to the business and operations respective officers, employees, attorneys, accountants or other authorized representatives of the Company since January 1, 2002, may reasonably request; provided that all remaining agreements, documents, books, records the Company and files related its agents shall not unreasonably interfere with the operations of AppNet's Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the business and operations obligations of the Company prior parties to January 1, 2002 shall be delivered to consummate the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.transactions contemplated by this Agreement.
Appears in 1 contract
Access to Properties and Records. (a) 5.2.1 The Seller shallwill afford the executive officers, subject to the provisions of Section 8.6, cause the Company to afford to the Buyer, employees and to the accountants, counsel and other authorized representatives ("Representatives"including legal counsel, accountants and consultants) of the BuyerBuyer and H▇▇▇ reasonable access to the Company’s properties, as well as books and records including, but not limited to, all books of account (including the Buyer's financing sources (general ledger), tax records, organizational documents, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall make their Managers, Members, employees, agents, representatives and accountants available to confer with the other parties and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably requestdesignated representatives; provided, however, that such investigations shall be conducted with reasonable prior notice in a manner so as not to unreasonably interfere with the operations of the affected party. The officers of the Company will furnish the Buyer and H▇▇▇ and their designated representatives with such additional financial and operating data and other information as to their business and properties as the other shall, from time to time, reasonably request. However, this disclosure shall not apply to any attorney work product and any attorney-client communications, whether subject to any right of privilege or not.
5.2.2 All information furnished by the parties previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's advisors shall return to the other party all documents or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. If the transaction contemplated hereby does not occur, all documents, notes and other writings prepared by a party hereto or its advisors based on information furnished by the other party shall be promptly destroyed. The obligation to keep such information confidential shall continue for five years from the date the proposed acquisition is abandoned but shall not apply to (i) any information which (A) the Buyer and party receiving the information can establish by convincing evidence was already in its representatives shall take such action as is deemed necessary in possession prior to the reasonable judgment disclosure thereof to it by the other party; (B) was then generally known to the public; (C) became known to the public through no fault of the Seller party receiving such information; or (D) was disclosed to schedule the party receiving such access and visits in such information by a way as to avoid disrupting the normal business third party not bound by an obligation of the Company, confidentiality; (ii) the Seller shall not be required disclosures pursuant to take any action that would constitute a waiver legal requirement or in accordance with an order of the attorney-client a court of competent jurisdiction, or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply.
(b) As soon as reasonably practicable after the Closing Date (but disclosures in any event no later than 120 days after the Closing Date), the Seller will deliver action to enforce or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes defend a party’s rights under this Agreement or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.document.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Mma Capital Management, LLC)
Access to Properties and Records. (a) The Seller shallEach of the Selling Parties shall afford, subject to and shall cause each of the provisions of Section 8.6, cause the Company to afford to the Buyer, Partnership Entities (and to the extent reasonably necessary, Parent) to afford, to Buyer and Buyer's accountants, counsel and other representatives (collectively "RepresentativesBUYER REPRESENTATIVES") of ), upon reasonable advance notice to the Buyer, as well as the Buyer's financing sources (and Selling Parties or their respective Representatives)financial adviser, reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Section 13Article VII hereof) to all personnel, properties, assets, books, Contractscontracts, and files and records of each of the Company Partnership Entities and their agents, including legal representatives, accountants and environmental and engineering consultants (provided that the Selling Parties or their designee(s) may, in the sole discretion of the Selling Parties, accompany the person(s) to whom such access is provided as contemplated herein) and, during such period, shall furnish promptly to the Buyer all other information concerning the Companybusiness, properties properties, liabilities and personnel of any of the Partnership Entities as the Buyer may reasonably request; provided, howeverprovided that no investigation or receipt of information pursuant to this Section 4.2 shall affect any representation or warranty of the Selling Parties or Buyer's reliance thereon. Additionally, that (i) Buyer shall hold in confidence all such information on the Buyer terms and its representatives shall take such action as is deemed necessary subject to the conditions contained in the reasonable judgment Confidentiality Agreement (as defined in Section 9.16). Buyer shall have no right of access to, and the Selling Parties shall have no obligation to provide to Buyer, (1) bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids or (2) any information the disclosure of which the Selling Parties have concluded may jeopardize any privilege available to the Selling Parties or any of the Seller Partnership Entities relating to schedule such access information or would cause any of such entities to breach a confidentiality obligation. Buyer agrees that if Buyer or its authorized representatives receive, or if the information (whether in electronic mail format, on computer hard drives or otherwise) held by any of the Partnership Entities as of the Closing includes information that relates to the business operations or other strategic matters of the Parent or any of the Selling Parties or any of their Affiliates (other than the Partnership Entities) such information shall be held in confidence on the terms and visits subject to the conditions contained in the Confidentiality Agreement, but the term of the restriction on the disclosure and use of such a way information shall continue in effect as to avoid disrupting such information for a period of two years from the normal business Closing. Buyer further agrees that if any of the CompanySelling Parties or Partnership Entities inadvertently furnishes to Buyer copies of or access to information that is subject to clause (2) of the second preceding sentence, Buyer will, upon the Selling Parties' request, promptly return the same to the Selling Parties together with any and all extracts therefrom or notes pertaining thereto (iiwhether in electronic or other format). Buyer shall indemnify, defend, and hold harmless the Selling Parties and their Affiliates from and against any "LOSSES" (as defined in Section 8.2) asserted against or suffered by the Seller shall not be required to take Indemnified Parties (as defined in Section 8.2) relating to, resulting from, or arising out of any action that would constitute a waiver personal injury to, or property damage directly caused by, any Buyer Representative during any site visit, examination or investigation conducted in accordance with this Section 4.2(a), except where such personal injury or property damage results from the gross negligence or willful misconduct of the attorney-client or other legal privilegeSelling Parties, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the SellerParent, the Seller Partnership Entities or the Company are under a contractual, fiduciary any employee or legal obligation not to supplyagent thereof.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer agrees that it shall preserve and keep all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and or operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to Partnership Entities on or before the business and operations Closing Date in Buyer's possession for a period of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of at least six years from the Closing Date. The Seller Notwithstanding the foregoing, Buyer agrees that it shall provide the Buyer preserve and its Representatives reasonable access on and after the Closing to keep all original agreements, documents, books and records and files stored on computer disks of the Partnership Entities relating to any audit or tapes investigation instituted by a Governmental Authority or any other storage medium in litigation (whether or not existing on the possession of the Seller and its Affiliates relating Closing Date) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the business and operations of the Company until the same are delivered Closing, without regard to the Buyer six-year period set forth in accordance with the terms of the preceding sentencethis Section 4.2(b). If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.-28-
Appears in 1 contract
Access to Properties and Records. (a) The Seller shallwill afford the executive officers, subject to the provisions of Section 8.6, cause the Company to afford to the Buyer, employees and to the accountants, counsel and other authorized representatives ("Representatives"including legal counsel, accountants and consultants) of the Buyer, as well as reasonable access to its properties, books and records including, but not limited to, all books of account (including the Buyer's financing sources (general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall make their directors, officers, employees, agents, representatives and accountants available to confer with the other parties and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably requestdesignated representatives; provided, however, that (i) such investigations shall be conducted with reasonable prior notice in a manner so as not to unreasonably interfere with the operations of the affected party. The officers of the Seller will furnish the Buyer and its designated representatives shall take with such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access additional financial and visits in such a way operating data and other information as to avoid disrupting their business and properties as the normal business of the Companyother shall, (ii) the Seller shall not be required from time to take any action that would constitute a waiver of the attorney-client or other legal privilegetime, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supplyreasonably request.
(b) As soon All information furnished by the parties hereto previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the Acquisition contemplated hereby and shall be treated as reasonably practicable after the Closing Date (but in any event no later than 120 days after sole property of the Closing Date)party delivering the information until consummation of the Acquisition contemplated hereby and, the Seller will deliver or cause to be delivered if such Acquisition shall not occur, each party and each party's advisors shall return to the Buyer other party all original agreementsdocuments or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. In the event that the Acquisition contemplated hereby does not occur, all documents, books notes and records and files stored other writings prepared by a party hereto or its advisors based on computer disks or tapes or information furnished by the other party shall be promptly destroyed. The obligation to keep such information confidential shall continue for five years from the date the proposed Acquisition is abandoned but shall not apply to (i) any information which (A) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof to it by the other storage medium in party; (B) was then generally known to the possession public; (C) became known to the public through no fault of the Seller and its Affiliates relating party receiving such information; or (D) was disclosed to the business and operations party receiving such information by a third party not bound by an obligation of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related confidentiality; or (ii) disclosures pursuant to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks a legal requirement or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms an order of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.court of competent jurisdiction.
Appears in 1 contract
Access to Properties and Records. (a) The Seller shall, subject Each party shall give to the provisions of Section 8.6, cause the Company to afford to the Buyer, other and to the accountants, counsel and other its authorized representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company andfull access, during such periodreasonable business hours, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably request; provided, however, that (i) the Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way manner as not unduly to avoid disrupting the disrupt normal business activities, to any and all of the Companyits premises, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilegeproperties, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documentscontracts, books, records and files related affairs, and will cause its senior officers to furnish any and all data and information pertaining to its business that the other may from time to time reasonably require. Unless and until the transactions contemplated by this Agreement have been consummated, each party and its representatives shall hold in confidence all information so obtained and will use such information solely for the purposes intended by this Agreement. If the transactions contemplated hereby are not consummated, each party will return all documents (and copies thereof) hereinabove referred to and obtained therefrom. Such obligation of confidentiality shall not extend to any information which is shown to have been previously (i) known to the party receiving it, (ii) generally known to others engaged in the trade or business and operations of the Company prior to January 1disclosing party, 2002 shall be delivered (iii) part of public knowledge or literature without breach of a duty of confidentiality, or (iv) lawfully received from a third party. Without limiting the generality of the foregoing, it is understood and agreed that certain information disclosed by each party to the Buyer no later than other, or their respective representatives, may constitute "material inside information" that has not previously been disclosed to the one year anniversary public generally. Each party acknowledges that it and its representatives are aware of the Closing Daterestrictions on the use of such information imposed by federal and state securities laws, agrees to comply and cause its representatives to comply with such restrictions, and agrees to indemnify and hold the other party and each of its directors, officers and employees free and harmless from any and all liability, cost or expense that any of them may incur or suffer by reason of any breach by the indemnifying party or any of its authorized representatives of any of such restrictions. The Seller shall provide the Buyer and its Representatives reasonable access on From and after the date hereof and until the Closing to all original agreementsor termination hereof, documentsneither party, books and records and files stored on computer disks nor any of their respective officers, directors, principal shareholders or tapes other representatives, shall purchase or any other storage medium sell, directly or indirectly, in the possession public marketplace or otherwise, any securities of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.party.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Calnetics Corp)
Access to Properties and Records. (a) The Seller shall, subject to After the provisions of Section 8.6, cause the Company to afford to the Buyer, date hereof and to the accountants, counsel and other representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement, Seller shall (i) afford to Purchaser and its accountants, counsel, financial advisors, agents and other representatives involved in the transactions contemplated by this Agreement pursuant and the Related Agreements (the "Purchaser Representatives"), upon reasonable request, during normal business hours, full and complete access to Section 13) the offices, Assets and Properties, Books and Records and personnel of Seller, in each case to all properties, assets, books, Contractsthe extent relating exclusively to or used exclusively in connection with the Facility Operations, and files (ii) use commercially reasonable efforts to assist and records to accompany Purchaser in contacting representatives of customers, suppliers and distributors of Seller (other than national account customers) for the purposes of facilitating Purchaser's investigation of the Company and, during such period, shall furnish promptly Facility Operations and to plan for consummation of the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably requestClosing; provided, however, (x) that (i) the Buyer and its representatives such investigation shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits be conducted in such a way manner so as to avoid disrupting not cause any unreasonable disruption of or to the normal business personnel and operations of the CompanySeller, (iiy) the Seller shall such investigation would not be required to take any action that would constitute result in a waiver of the any attorney-client client, work product or similar privilege and (z) Purchaser shall not contact such customers, suppliers or distributors of Seller for such purpose without Seller. Notwithstanding any term or other legal privilegeprovision of this Section 5.01(a) or elsewhere in this Agreement, (iii) such prior to the Closing, Purchaser will not have access shall not include any subsurface to personnel records of Seller relating to individual performance or invasive property testing such as a Phase II environmental site assessment evaluation records, medical histories or similar study and (iv) other information, the Seller need not supply the Buyer with any information thatdisclosure of which could, in the reasonable judgment opinion of Seller, subject Seller to risk of liability. Subject to Section 5.08, no investigation pursuant to this Section 5.01 shall affect any representations or warranties made in this Agreement or any of the Seller, the Seller Related Agreements or the Company are under a contractual, fiduciary conditions to the obligations of the respective parties to consummate the transactions contemplated hereby or legal obligation not to supplythereby.
(b) As soon as reasonably practicable In the event that this Agreement is terminated in accordance with its terms, each Party shall promptly destroy or redeliver to the other all non-public written material provided pursuant to this Section 5.01 or otherwise and shall not retain any copies, extracts or other reproductions in whole or in part of such written material. In such event, all documents, memoranda, notes and other writings prepared by Purchaser based on the information in such material shall also be destroyed (and Purchaser shall use commercially reasonable efforts to cause the Purchaser Representatives to similarly destroy their documents, memoranda, notes and other writings).
(c) Purchaser shall provide Seller with copies of all reports filed by Purchaser with the SEC after the Closing Date (but in any event no later than 120 days after date hereof and prior to the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r..
Appears in 1 contract
Sources: Asset Purchase Agreement (Pioneer Americas Acquisition Corp)
Access to Properties and Records. (a) The Seller shall, subject to the provisions of Section 8.6, cause the Company to Century shall afford to the Buyerofficers, employees, attorneys, accountants and other authorized representatives of AppNet and Sub, free and full access to all of Century's assets, properties, books and records and employees in order to afford AppNet and Sub as full an opportunity of review, examination and investigation as they shall desire to make of the affairs of Century, and AppNet and Sub shall be permitted to make extracts from, or take copies of, such books, records (including the accountants, counsel stock record and minute books) or other documentation as may be reasonably necessary. Century shall furnish or cause to be furnished to AppNet and Sub such reasonable financial and operating data and other representatives ("Representatives") of the Buyer, as well as the Buyerinformation about Century's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the CompanyBusiness, properties and personnel as assets which any of the Buyer respective officers, employees, attorneys, accountants or other authorized representatives of AppNet and Sub may reasonably request; provided, however, provided that (i) AppNet and Sub and their agents shall not unreasonably interfere with the Buyer and its representatives operations of Century's Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall take such action as is affect or be deemed necessary in to modify any representation or warranty contained herein or the reasonable judgment conditions to the obligations of the Seller parties to schedule such access and visits in such a way as to avoid disrupting consummate the normal business of the Company, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supplytransactions contemplated by this Agreement.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered AppNet and Sub shall afford to the Buyer officers, employees, attorneys, accountants and other authorized representatives of Century, free and full access to all original agreementsof AppNet's and Sub's assets, documentsproperties, books and records and files stored on computer disks or tapes or any other storage medium employees in the possession order to afford Century as full an opportunity of review, examination and investigation as they shall desire to make of the Seller affairs of AppNet and its Affiliates relating Sub, and Century shall be permitted to the business and operations of the Company since January 1make extracts from, 2002or take copies of, provided that all remaining agreements, documents, such books, records (including the stock record and files related minute books) or other documentation thereof as may be reasonably necessary. AppNet and Sub shall furnish or cause to be furnished to Century such reasonable financial and operating data and other information about AppNet's and Sub's Business, properties and assets which any of the respective officers, employees, attorneys, accountants or other authorized representatives of Century may request; provided that Century and its agents shall not unreasonably interfere with the operations of AppNet's and Sub's Business. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the business and operations obligations of the Company prior parties to January 1, 2002 shall be delivered to consummate the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.transactions contemplated by this Agreement.
Appears in 1 contract
Access to Properties and Records. Subject to the terms and conditions of that certain Confidentiality Agreement dated March 3, 2006 and subject to any confidentiality obligations that the Company or its Subsidiaries owe to third parties, from and after the date of this Agreement through the earlier of the Closing or the termination of this Agreement, the Company and its Subsidiaries shall (a) The Seller shallprovide Purchaser access to all books, subject Records and documents, including contracts, agreements, consents, settlements, maps, revenue and expense information, production data and geological and geophysical data relating to the provisions Interests, and (b) afford to Purchaser and its officers, attorneys, accountants and other authorized representatives access to the offices, files, properties, books and Records of Section 8.6, cause the Company and its Subsidiaries, together with access to afford to appropriate Company personnel capable of answering questions about the BuyerCompany and its Subsidiaries. Notwithstanding the foregoing, neither Purchaser nor its representatives shall have right of access to, and the Company shall have no obligation to provide and may destroy if it so decides, bids received from others in connection with the accountantstransactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids. Purchaser shall indemnify, counsel defend and other hold harmless the Company and its Affiliates from and against any Losses or claims asserted or suffered by any of them resulting from, or arising out of, examinations made by Purchaser or its authorized representatives ("Representatives") of pursuant to this Section 6.5. The Company agrees to provide the Buyer, as well as access provided for in this Section 6.5 for at least the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period following hours: Until two days prior to the Pre-Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all propertiesClaim Date, assets, books, Contractssuch access shall be from 7:00 a.m. until midnight Monday through Friday, and files from 8:00 a.m. until 7:00 p.m. Saturday and records of Sunday. Thereafter, such access shall, upon Purchaser’s request, be on a 24-hour basis until the Pre-Closing Claim Date. Notwithstanding the preceding two sentences, the Company and, during such period, shall furnish promptly only be required to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably request; provided, however, that make (i) the Buyer its offices accessible to Purchaser during regular business hours, and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way as to avoid disrupting the normal business of the Company, (ii) the Seller its personnel available during regular business hours (and by telephone during other reasonable hours). Requests by Purchaser for data and information shall not be required submitted during regular business hours (i.e., 8:00 a.m. to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii5:00 p.m. CDST) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not shall use its best efforts to supplypromptly respond to Purchaser’s requests.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.
Appears in 1 contract
Sources: Merger Agreement (Pogo Producing Co)
Access to Properties and Records. (a) 6.2.1 The Seller shallwill afford the executive officers, subject to the provisions of Section 8.6, cause the Company to afford to the Buyer, employees and to the accountants, counsel and other authorized representatives ("Representatives"including legal counsel, accountants and consultants) of the Buyer, as well as the Buyer's financing sources (Buyer and their respective Representatives)▇▇▇▇, reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all Woodside’s properties, assetsbooks and records including, booksbut not limited to, Contractsall books of account (including the general ledger), tax records, organizational documents, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and files any other business activities or prospects in which such party and records of its designated representatives may have a reasonable interest and shall make their Managers, Members, employees, agents, representatives and accountants available to confer with the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Company, properties parties and personnel as the Buyer may reasonably requesttheir designated representatives; provided, however, that (i) such investigations shall be conducted with reasonable prior notice in a manner so as not to unreasonably interfere with the operations of the affected party. The officers of Seller and Woodside will furnish the Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way as to avoid disrupting the normal business of the Company, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.and their designated representatives with such additional financial and operating data and other information as to Woodside’s business and properties as the other shall, from time to time, reasonably request. However, this disclosure shall not apply to any attorney work product and any attorney-client communications, whether subject to any right of privilege or not.
6.2.2 All information furnished by the parties previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the transaction contemplated hereby and shall be treated as the sole property of the party delivering the information until consummation of the acquisition contemplated hereby and, if such acquisition shall not occur, each party and each party's advisors shall return to the other party all documents or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. If the transaction contemplated hereby does not occur, all documents, notes and other writings prepared by a party hereto or its advisors based on information furnished by the other party shall be promptly destroyed. The obligation to keep such information confidential shall continue for two years from the date the proposed acquisition is abandoned but shall not apply to (i) any information which (A) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof to it by the other party; (B) was then generally known to the public; (C) became known to the public through no fault of the party receiving such information; or (D) was disclosed to the party receiving such information by a third party not bound by an obligation of confidentiality; (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction; or (iii) disclosures in any action to enforce or defend a party’s rights under this Agreement.
Appears in 1 contract
Access to Properties and Records. (a) The Seller shallFirst Security has afforded since August 4, subject to 1995 and will afford the provisions of Section 8.6executive officers, cause the Company to afford to the Buyer, employees and to the accountants, counsel and other authorized representatives ("Representatives"including legal counsel, accountants and consultants) of the Buyer, as well as reasonable access to their properties, books and records including, but not limited to, all books of account (including the Buyer's financing sources (general ledger), tax records, minute books of directors' and stockholders' meetings, organizational documents, bylaws, material contracts and agreements, filings with any regulatory authority, accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which such party and its designated representatives may have a reasonable interest and shall make their directors, officers, employees, agents, representatives and accountants available to confer with the other parties and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably requestdesignated representatives; provided, however, that (i) such investigations shall be conducted with reasonable prior notice in a manner so as not to unreasonably interfere with the operations of the affected party. The officers of First Security will furnish the Buyer and its designated representatives shall take with such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access additional financial and visits in such a way operating data and other information as to avoid disrupting their business and properties as the normal business of the Companyother shall, (ii) the Seller shall not be required from time to take any action that would constitute a waiver of the attorney-client or other legal privilegetime, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supplyreasonably request.
(b) As soon All information furnished by the parties hereto previously in connection with transactions contemplated by this Agreement or pursuant hereto shall be used solely for the purpose of evaluating the Acquisition contemplated hereby and shall be treated as reasonably practicable after the Closing Date (but in any event no later than 120 days after sole property of the Closing Date)party delivering the information until consummation of the acquisition contemplated hereby and, the Seller will deliver or cause to be delivered if such acquisition shall not occur, each party and each party's advisors shall return to the Buyer other party all original agreementsdocuments or other materials containing, reflecting or referring to such information, will not retain any copies of such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. In the event that the Acquisition contemplated hereby does not occur, all documents, books notes and records and files stored other writings prepared by a party hereto or its advisors based on computer disks or tapes or information furnished by the other party shall be promptly destroyed. The obligation to keep such information confidential shall continue for five years from the date the proposed acquisition is abandoned but shall not apply to (i) any information which (A) the party receiving the information can establish by convincing evidence was already in its possession prior to the disclosure thereof to it by the other storage medium in party; (B) was then generally known to the possession public; (C) became known to the public through no fault of the Seller and its Affiliates relating party receiving such information; or (D) was disclosed to the business and operations party receiving such information by a third party not bound by an obligation of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related confidentiality; or (ii) disclosures pursuant to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks a legal requirement or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company until the same are delivered to the Buyer in accordance with the terms an order of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.court of competent jurisdiction.
Appears in 1 contract
Access to Properties and Records. (a) The Seller Parties shall, subject to the provisions of Section 8.6, and shall cause the Company to afford to the Buyer, and to the accountants, counsel and other representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Section 13) to all properties, assets, books, Contracts, and files and records Subsidiaries of the Company andand each of their respective Representatives to, during such period, shall furnish promptly afford to the Buyer all other information concerning the Company, properties and personnel as the Buyer may reasonably request; provided, however, that (i) the Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way as to avoid disrupting the normal business of the Company, (ii) the Seller shall not be required to take any action that would constitute a waiver of the attorney-client or other legal privilege, (iii) such access shall not include any subsurface or invasive property testing such as a Phase II environmental site assessment or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of the Seller, the Seller or the Company are under a contractual, fiduciary or legal obligation not to supply.
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and after the Closing to all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller assets, properties, books, records, employees and its Affiliates relating to the business and operations customers of the Company until and its Subsidiaries in order to afford the same are delivered Buyer and its Representatives a full opportunity to review, examine and investigate the affairs of the Company and its Subsidiaries as it shall reasonably request, and the Buyer and its Representatives shall be permitted to make extracts from, or take copies of, such books, records (including the stock record and minute books) or other documentation as may be reasonably necessary, in each case subject to limitations set forth in applicable Laws. Neither the Buyer nor its Representatives shall contact any employee of the Company or its Subsidiaries without the prior written consent of an executive officer of the Company. The Company shall, and shall cause its Subsidiaries to, furnish or cause to be furnished to the Buyer such reasonable financial and operating data and other information about the Company and its Subsidiaries, their respective businesses as presently conducted, conducted in accordance the past and presently proposed to be conducted in the future, and properties and assets that the Buyer and its Representatives may reasonably request. No information or knowledge obtained in any investigation pursuant to this Section 6.1 shall affect or be deemed to modify in any way any representation or warranty of any Seller Party contained herein (or in any list, certificate, schedule or other instrument, document, agreement or writing furnished or to be furnished to or made with the terms Buyer pursuant hereto), the conditions to the obligations of the preceding sentenceParties to consummate the transactions contemplated by this Agreement or the indemnification obligations of any Person hereunder. If Any and all information provided to the Buyer desires under this Section 6.1 shall be subject to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.Section 6.3(c).
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Defense & National Security Systems, Inc.)
Access to Properties and Records. (a) The Seller shall, subject to the provisions of Section 8.6, cause the Company to afford to the Buyershall afford, and shall cause MESC to the afford, to Buyer and Buyer's accountants, counsel and other representatives ("Representatives") of the Buyer, as well as the Buyer's financing sources (and their respective Representatives), upon reasonable advance notice reasonable access during normal business hours throughout the period prior to commencing on the date hereof and ending on the Closing Date (or the earlier termination of this Agreement pursuant to Section 13ARTICLE IX) to all of MESC's properties, assets, books, Contractscontracts, and files and records of the Company and, during such period, shall furnish promptly to the Buyer all other information concerning the CompanyMESC's respective business, properties properties, liabilities and personnel as the Buyer may reasonably request; provided, howeverprovided that no investigation or receipt of information pursuant to this SECTION 6.4(a) shall affect any representation or warranty of Seller or the conditions to the obligations of Buyer. Buyer shall have no right of access to, that and Seller shall have no obligation to provide to Buyer, (i) bids received from others in connection with the Buyer transactions contemplated by this Agreement and its representatives shall take information and analysis (including financial analysis) relating to such action as is deemed necessary in the reasonable judgment of the Seller to schedule such access and visits in such a way as to avoid disrupting the normal business of the Company, bids or (ii) any information the disclosure of which Seller shall not be required has concluded may jeopardize any privilege available to take any action Seller or MESC relating to such information or would cause Seller or MESC to breach a confidentiality obligation. Buyer further agrees that would constitute a waiver if Seller or MESC inadvertently furnishes to Buyer copies of or access to information that is subject to clause (ii) of the attorney-client preceding sentence, Buyer will, upon Seller's request, promptly return same to Seller together with any and all extracts therefrom or notes pertaining thereto (whether in electronic or other legal privilegeformat). Buyer shall indemnify, (iii) such access shall not include defend, and hold harmless Seller, MESC and their respective Affiliates from and against any subsurface Damages asserted against or invasive property testing such as a Phase II environmental site assessment suffered by Seller, MESC or similar study and (iv) the Seller need not supply the Buyer with any information that, in the reasonable judgment of their respective Affiliates resulting from or arising out of the Sellernegligence or willful misconduct or Buyer or any of Buyer's agents, consultants or representatives during the Seller course of any such examinations or the Company are under a contractualinspections made by Buyer or any of Buyer's agents, fiduciary consultants or legal obligation not representatives pursuant to supplythis SECTION 6.4(a).
(b) As soon as reasonably practicable after the Closing Date (but in any event no later than 120 days after the Closing Date), the Seller will deliver or cause to be delivered to the Buyer shall preserve and keep all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Seller and its Affiliates relating to the business and operations or operation of the Company since January 1, 2002, provided that all remaining agreements, documents, books, records and files related to the business and operations of the Company prior to January 1, 2002 shall be delivered to the Buyer no later than the one year anniversary of MESC on or before the Closing Date. The Seller shall provide the Buyer and its Representatives reasonable access on and in Buyer's possession for a period of at least six (6) years after the Closing to Closing. Notwithstanding the foregoing, Buyer shall preserve and keep all original agreements, documents, books and records and files stored on computer disks of MESC relating to any audit or tapes investigation instituted by a Governmental Authority or any other storage medium in litigation (whether or not existing on the possession of the Seller and its Affiliates relating Closing) if it is reasonably likely that such investigation or litigation may relate to matters occurring prior to the business and operations of the Company until the same are delivered Closing, without regard to the Buyer 6-year period set forth in accordance with the terms of the preceding sentence. If Buyer desires to have these materials delivered to a location other than 1025 Eldorado Boulevard, Broomfield, Colorado, such delivery shal▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇r.this SECTION 6.4(b).
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Regency Affiliates Inc)