Certain Covenants of the Parties Regarding Operations During the Pre Closing Period. 4.1 Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirement, upon reasonable notice, Remainco and RMT Partner shall each, and shall cause each of their respective Subsidiaries to, in each case, for the primary purposes of consummating the Contemplated Transactions and transition and integration planning: (i) provide the Representatives of the other party with reasonable access (taking into account any safety measures or Legal Requirement related to SARS- CoV-2 or COVID-19 (and any evolutions or mutations thereof)) during normal business hours (insofar as such access is reasonably required by the requesting party) to its Representatives and assets and to all existing books, records, work papers and other documents and information relating to such Entity or any of its Subsidiaries (but in the case of Remainco and its Subsidiaries, solely as it relates to the Spinco Business or the Spinco Companies), in each case as reasonably requested by RMT Partner or Remainco, as the case may be, and (ii) provide the Representatives of the other party with such copies of the existing books, records, work papers and other documents and information relating to such Entity and its Subsidiaries (but in the case of Remainco and its Subsidiaries, solely as it relates to the Spinco Business or the Spinco Companies) as reasonably requested by RMT Partner or Remainco, as the case may be. During the Pre-Closing Period, Remainco and RMT Partner shall, and shall use reasonable best efforts to cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective officers responsible for Remainco’s and RMT Partner’s financial statements and the internal controls, respectively, to discuss such matters as Remainco or RMT Partner may deem necessary or appropriate in order to enable RMT Partner to comply following the Closing with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Subject to Section 5.4 and without limiting the generality of any of the foregoing, during the Pre- Closing Period, Remainco and RMT Partner shall provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Spinco Companies or the RMT Partner Companies, respectively, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require Remainco or RMT Partner to disclose any information if, in the reasonable judgement of Remainco or RMT Partner, as applicable, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirement or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement. This Section 4.1 shall not apply with respect to any Tax matters.
Appears in 1 contract
Sources: Merger Agreement (Rexnord Corp)
Certain Covenants of the Parties Regarding Operations During the Pre Closing Period. 4.1 5.1 Access and Investigation. During the period commencing on the date of this Agreement hereof and ending as of the earlier of (x) the termination of this Agreement or and (y) the Effective Time Closing (the “Pre-Closing Period”), subject to applicable Legal RequirementLaw, upon reasonable advance notice, Remainco and RMT Merger Partner shall each, and shall cause each member of their respective Subsidiaries Groups to, in each case, for the primary purposes of consummating the Contemplated Transactions and transition and integration planning: (ia) provide the Representatives of Buyer (and, at the request of Buyer, the other party non-Buyer Party) with reasonable access (taking into account any safety measures or Legal Requirement related to SARS- CoV-2 or COVID-19 (and any evolutions or mutations thereof)) during normal business hours (insofar as such access is reasonably required by the requesting party) to its Representatives and assets and to all existing books, records, work papers and other documents and information relating to such Entity or any of its Subsidiaries applicable Affiliate (but in the case of the members of the Remainco and its SubsidiariesGroup, solely as it relates to the Spinco Business or the Spinco CompaniesGroup), in each case as reasonably requested by RMT Partner Buyer; provided that such access shall be conducted at Buyer’s sole expense (except to the extent such access is in connection with the Parties’ obligations pursuant to Section 1.15 of the Separation Agreement (Separation Planning and Day-One Readiness), in which case such expenses shall be borne by the Parties in accordance with Section 1.15(g) of the Separation Agreement), in accordance with applicable Laws (including any applicable Laws relating to antitrust, competition, gaming, employment or Remaincoprivacy issues), under the supervision of the non-requesting party or its personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the case may be, and normal operations of the non-requesting party; (iib) provide the Representatives of Buyer (and, at the request of Buyer, the other party non-Buyer Party) with such copies of the existing books, records, work papers and other documents and information relating to such Entity and the other members of its Subsidiaries respective Group (but in the case of the members of the Remainco and its SubsidiariesGroup, solely as it relates to the Spinco Business or the Spinco CompaniesGroup) as reasonably requested by RMT Partner or Remainco, as the case may be. During the Pre-Closing Period, Remainco and RMT Partner shall, and shall use reasonable best efforts to cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective officers responsible for Remainco’s and RMT Partner’s financial statements and the internal controls, respectively, to discuss such matters as Remainco or RMT Partner may deem necessary or appropriate in order to enable RMT Partner to comply following the Closing with the SB▇▇▇▇▇▇▇-▇▇▇▇▇ Act ; and (c) provide (1) any material notice, report or other document received by any member of such party’s Group from any Governmental Authority, including any report of examination conducted by a Governmental Authority in connection with Money Services Laws or compliance with other Laws, and (2) any notice of any inquiry from a Governmental Authority regarding any member of such party’s Group’s compliance with Laws promptly following the rules and regulations relating theretoreceipt of such inquiry. Subject in all respects to Section 5.4 6.3 and without limiting the generality of any of the foregoing, during the Pre- Pre-Closing Period, Remainco Remainco, Merger Partner and RMT Partner Buyer shall provide the each other with copies of any notice, report or other document filed with or sent to any Governmental Body Authority on behalf of any member of the Spinco Companies Remainco Group, any member of the Merger Partner Group or the RMT Partner Companiesany Buyer Party, respectively, in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein in this Agreement shall require Remainco Remainco, Merger Partner or RMT Partner Buyer to disclose any information if, in the reasonable judgement of Remainco Remainco, Merger Partner or RMT PartnerBuyer, as applicable, such disclosure would (i) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine, (ii) contravene any applicable Legal Requirement Law or binding agreement entered any Governmental Order, fiduciary duty or contractual confidentiality obligation, (iii) jeopardize the health and safety of any employee of Remainco, Merger Partner or Buyer, as applicable, or (iv) result in competitive harm to any member of the Remainco Group, any member of the Merger Partner Group or any Buyer Party, it being understood that Remainco, Merger Partner and Buyer shall each use commercially reasonable efforts to make other arrangements (including redacting information or entering into prior joint defense agreements), in each case, that would enable any otherwise required disclosure to the date other party to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Governmental Order, fiduciary duty or contractual confidentiality obligation. Without limiting the foregoing, each of this AgreementRemainco and M▇▇▇▇▇ Partner shall, to the extent reasonably requested by Buyer from time to time and subject to applicable Law, provide Buyer and its Representatives with (x) management reports to the extent prepared in the ordinary course of business, (y) business reviews to the extent prepared in the ordinary course of business, and (z) strategic planning studies and capital investment project documents to the extent prepared in the ordinary course of business; provided that the parties shall cooperate with respect to disclose Remainco, such information shall only be provided to the extent possible without jeopardizing such privilege it relates to the Spinco Business or contravening such Legal Requirement or binding agreementsthe Spinco Group. All information exchanged pursuant to this Section 4.1 5.1 shall be subject to the Confidentiality AgreementAgreements. This Section 4.1 5.1 shall not apply with respect to any Tax matters. Nothing in this Section 5.1 shall require any member of the Remainco Group to provide any information to any member of the Merger Partner Group or to any Buyer Party relating to any Excluded Matter.
Appears in 1 contract
Sources: Merger Agreement (International Game Technology PLC)