Common use of Inspection and Access to Information Clause in Contracts

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI will provide to the Merger Subsidiary and MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY shall from time to time reasonably request. (b) Between the date of this Agreement and the Effective Date, MEDY will, and will cause the Merger Subsidiary to, provide to CADI, the CADI Shareholders, and their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI and the CADI Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completed. Each of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating to the confidential information of CADI, whether prepared by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI and shall be promptly delivered to CADI, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI or otherwise coming into CADI's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Medical Dynamics Inc)

Inspection and Access to Information. (a) Between Except to the extent prohibited by Law, during the period from the date of this Agreement and to the Effective DateTime or the earlier termination of this Agreement in accordance with Article 10 (the “Pre-Closing Period”), CADI will provide to the Merger Subsidiary and MEDY and their Company shall afford the officers, attorneys, accountants, counsel Tax advisors, lenders and other authorized representatives of Parent reasonable access, access upon reasonable notice and during normal business hours to its premisesall personnel, offices, properties, contractsbooks and records of the Company, commitmentsso that Parent may have reasonable opportunity to make such investigation as it shall desire to make of the management, booksbusiness, records properties and other affairs of the Company, and Parent shall be permitted to make abstracts from, or copies of, all such books and records; provided, that (a) Parent and such representatives shall not unreasonably interfere with the business and operations of the Company, (b) the Company shall not be obligated to provide such access or information if doing so would, after entry into a common interest agreement, result in the loss of the protection of attorney-client privilege and (including tax returns filed c) Parent and those its representatives shall not contact directly the employees, customers or suppliers of the Company without the presence or written consent of ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ although the Company shall cooperate in preparation) and will cause its officers good faith to allow such reasonable access prior to Closing. The Company shall furnish to MEDY and the Merger Subsidiary and their authorized representatives Parent such financial, technical financial and operating data and other information pertaining as to its business, the business of the Company as the Merger Subsidiary and MEDY Parent shall from time to time reasonably request. (b) Between Upon receipt of a written request from the date Parent, within 15 days after the end of this Agreement each month ending during the Pre-Closing Period, the Company shall furnish to Parent an unaudited income statement for such month and a balance sheet as of the Effective Dateend of such month, MEDY willprepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the financial condition and results of operations of the Company as of the dates thereof and for the periods covered thereby, and will cause shall be consistent with the Merger Subsidiary to, provide to CADI, books and records of the CADI Shareholders, and their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI and the CADI Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may from time to time reasonably requestCompany. (c) Each Information obtained by Parent or any of its representatives pursuant to this Agreement shall be subject to the provisions of the parties hereto Confidentiality Agreement, which agreement remains in full force and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available effect except to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completed. Each extent it would expressly prohibit Parent from taking any of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating to the confidential information of CADI, whether prepared actions contemplated by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI and shall be promptly delivered to CADI, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI or otherwise coming into CADI's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (ZAGG Inc)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI IPS will provide to the Merger Subsidiary CADI and MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY and the Merger Subsidiary CADI and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary CADI and MEDY shall from time to time reasonably request. (b) Between the date of this Agreement and the Effective Date, MEDY will, and will cause the Merger Subsidiary CADI to, provide to CADIIPS, the CADI IPS Shareholders, and their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI IPS and the CADI IPS Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI IPS or any CADI IPS Shareholder may from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completed. Each of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating to the confidential information of CADIIPS, whether prepared by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI IPS and shall be promptly delivered to CADIIPS, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI IPS or otherwise coming into CADIIPS's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Medical Dynamics Inc)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI Key will provide to the Merger Subsidiary and MEDY Parent and their accountants, counsel and other authorized representatives reasonable access, access during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY Parent and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY Parent shall from time to time reasonably request. No such examination by Parent or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Key herein expressed. (b) Between the date of this Agreement and the Effective Date, MEDY Parent will, and will cause the Merger Subsidiary to, provide to CADI, the CADI Shareholders, Key and their respective its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI Key and the CADI Shareholders and their its authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may Key shall from time to time reasonably request. No such examination by Key or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Parent herein expressed. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completedconsummated. Each of the parties hereto and their representatives shall not use such information so obtainedobtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of CADIKey, whether prepared by MEDY Parent or otherwise coming into MEDYParent's possession, shall remain the exclusive property of CADI Key and shall be promptly delivered to CADI, together with all copies thereof, Key upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDYParent, whether prepared by CADI Key or otherwise coming into CADIKey's possession, shall remain the exclusive property of MEDY Parent and shall be promptly delivered to MEDY, together with all copies thereof, Parent upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Equitex Inc)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI Nova will provide to the Merger Subsidiary and MEDY Parent and their accountants, counsel and other authorized representatives reasonable access, access during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY Parent and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY Parent shall from time to time reasonably request. No such examination by Parent or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Nova herein expressed. (b) Between the date of this Agreement and the Effective Date, MEDY Parent will, and will cause the Merger Subsidiary to, provide to CADI, the CADI Shareholders, Nova and their respective its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI Nova and the CADI Shareholders and their its authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may Nova shall from time to time reasonably request. No such examination by Nova or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Parent herein expressed. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completedconsummated. Each of the parties hereto and their representatives shall not use such information so obtainedobtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of CADINova, whether prepared by MEDY Parent or otherwise coming into MEDYParent's possession, shall remain the exclusive property of CADI Nova and shall be promptly delivered to CADI, together with all copies thereof, Nova upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDYParent, whether prepared by CADI Nova or otherwise coming into CADINova's possession, shall remain the exclusive property of MEDY Parent and shall be promptly delivered to MEDY, together with all copies thereof, Parent upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Equitex Inc)

Inspection and Access to Information. (a) Between During the period commencing on the date of this Agreement hereof and ending on the Effective Closing Date, CADI will the Company shall (and shall cause its officers, Subsidiaries, directors, employees, auditors and agents to) provide to the Merger Subsidiary Purchaser and MEDY and their its accountants, counsel investment bankers, counsel, environmental consultants and other authorized representatives reasonable access, during normal business reasonable hours and under reasonable circumstances, to any and all of its premises, properties, contracts, commitments, books, records and other information of the Company and each Subsidiary (including tax returns Tax Returns filed and those in preparation) of the Company, its Subsidiaries and will their Affiliates and shall cause its officers to furnish to MEDY the Purchaser and the Merger Subsidiary its authorized representatives, promptly upon request therefor, any and their authorized representatives such all financial, technical and operating data and other information pertaining to its businessthe Company, as the Merger any Subsidiary and MEDY the Business and otherwise reasonably cooperate with the conduct of due diligence by the Purchaser and its representatives. Notwithstanding the foregoing, during the period commencing on the date hereof and ending on the Closing Date, except as provided under Section 7.11, neither the Purchaser nor any of its representatives shall from time to time reasonably requestcontact any of the employees, customers or suppliers of the Company or any of the Subsidiaries or any of their Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail, electronic mail or other means of communication, without the authorization of the Majority Shareholder. (b) Between For a period of seven (7) years from the date Closing Date, the Purchaser agrees to, and shall cause the Acquired Companies to (i) use best efforts to hold (and not to destroy or dispose) the books and records of this Agreement the Company and each Subsidiary relating to the period prior to the Closing in accordance with and to the extent required by applicable Laws, Contract requirements and document retention practices generally followed by the Purchaser and its Affiliates for similar types of books and records and (ii) upon prior notice by the Majority Shareholder to the Purchaser which sets forth a legitimate purpose, afford the Majority Shareholder, the Majority Shareholder’s Affiliates and their respective agents and representatives, during reasonable hours and under reasonable circumstances, reasonable access to such books and records and other data and to the employees of the Acquired Companies and the Effective Date, MEDY will, Purchaser to the extent that such access may be requested for any such legitimate purpose. The Majority Shareholder will bear all out-of-pocket costs and will cause expenses incurred by the Merger Subsidiary to, provide to CADI, Purchaser or the CADI ShareholdersAcquired Companies, and their respective accountantsaffiliates, counsel employees, directors and other authorized representatives reasonable officers in connection with any such request or access. Notwithstanding the foregoing, during normal business hours such access rights shall not apply in connection with any litigation or arbitration between the Parties related to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those or initiated in preparation) and will cause its officers to furnish to CADI and the CADI Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI connection with this Agreement or any CADI Shareholder may from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby hereby, and in such case, nothing shall be construed to require the event that the Merger is not completed. Each Purchaser to afford any rights of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating access to any Person except to the confidential information of CADI, whether prepared extent required by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI and shall be promptly delivered to CADI, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI or otherwise coming into CADI's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this AgreementLaw.

Appears in 1 contract

Sources: Stock Purchase Agreement (ExamWorks Group, Inc.)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Closing Date, CADI LSI will, and will cause the LSI Subsidiaries to, provide to the Merger Subsidiary Mizar and MEDY and their its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY Mizar and the Merger Subsidiary and their its authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY Mizar shall from time to time reasonably request. (b) Between the date of this Agreement and the Effective Closing Date, MEDY will, and Mizar will cause the Merger Subsidiary to, provide to CADI, the CADI Shareholders, LSI and their respective its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI LSI and the CADI Shareholders and their its authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may LSI shall from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger Exchange is not completedconsummated. Each of the parties hereto and their representatives shall not use such information so obtainedobtained for any purpose other than in connection with the Exchange. All files, records, documents, information, data and similar items relating to the confidential information of CADILSI, whether prepared by MEDY Mizar or otherwise coming into MEDYMizar's possession, shall remain the exclusive property of CADI LSI and shall be promptly delivered to CADI, together with all copies thereof, LSI upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDYMizar, whether prepared by CADI LSI or otherwise coming into CADILSI's possession, shall remain the exclusive property of MEDY Mizar and shall be promptly delivered to MEDY, together with all copies thereof, Mizar upon termination of this Agreement.

Appears in 1 contract

Sources: Share Purchase Agreement (Blue Wave Systems Inc)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI FBMS will provide to the Merger Subsidiary and MEDY Equitex and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY Equitex and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY Equitex shall from time to time reasonably request. No such examination by Equitex or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of FBMS herein expressed. (b) Between the date of this Agreement and the Effective Date, MEDY Equitex will, and will cause each of the Merger Subsidiary to, provide to CADI, the CADI Shareholders, FBMS and their respective its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI FBMS and the CADI Shareholders and their its authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may FBMS shall from time to time reasonably request. No such examination by FBMS or its representatives either before or after the date of this Agreement shall in any way effect, diminish or terminate any of the representations, warranties or covenants of Equitex herein expressed. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completedconsummated. Each of the parties hereto and their representatives shall not use such information so obtainedobtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of CADIFBMS, whether prepared by MEDY Equitex or otherwise coming into MEDYEquitex's possession, shall remain the exclusive property of CADI FBMS and shall be promptly delivered to CADI, together with all copies thereof, FBMS upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDYEquitex, whether prepared by CADI FBMS or otherwise coming into CADIFBMS's possession, shall remain the exclusive property of MEDY Equitex and shall be promptly delivered to MEDY, together with all copies thereof, Equitex upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Equitex Inc)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI Amrion will, and will cause Natrix to, provide to the Merger Subsidiary and MEDY WFM and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY WFM and the Merger Subsidiary and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary and MEDY WFM shall from time to time reasonably request. (b) Between the date of this Agreement and the Effective Date, MEDY WFM will, and will cause each of the Merger Subsidiary WFM Subsidiaries to, provide to CADI, the CADI Shareholders, Amrion and their respective its accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI Amrion and the CADI Shareholders and their its authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI or any CADI Shareholder may Amrion shall from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completedconsummated. Each of the parties hereto and their representatives shall not use such information so obtainedobtained to the detriment or competitive disadvantage of the other party hereto. All files, records, documents, information, data and similar items relating to the confidential information of CADIAmrion, whether prepared by MEDY WFM or otherwise coming into MEDYWFM's possession, shall remain the exclusive property of CADI Amrion and shall be promptly delivered to CADI, together with all copies thereof, Amrion upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDYWFM, whether prepared by CADI Amrion or otherwise coming into CADIAmrion's possession, shall remain the exclusive property of MEDY WFM and shall be promptly delivered to MEDY, together with all copies thereof, WFM upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Amrion Inc)

Inspection and Access to Information. (a) Between the date of this Agreement and the Effective Date, CADI CDS will provide to the Merger Subsidiary CADI and MEDY and their accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to MEDY and the Merger Subsidiary CADI and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as the Merger Subsidiary CADI and MEDY shall from time to time reasonably request. (b) Between the date of this Agreement and the Effective Date, MEDY will, and will cause the Merger Subsidiary CADI to, provide to CADICDS, the CADI CDS Shareholders, and their respective accountants, counsel and other authorized representatives reasonable access, during normal business hours to its premises, properties, contracts, commitments, books, records and other information (including tax returns filed and those in preparation) and will cause its officers to furnish to CADI CDS and the CADI CDS Shareholders and their authorized representatives such financial, technical and operating data and other information pertaining to its business, as CADI CDS or any CADI CDS Shareholder may from time to time reasonably request. (c) Each of the parties hereto and their respective representatives shall maintain the confidentiality of all information (other than information which is generally available to the public) concerning the other parties hereto acquired pursuant to the transactions contemplated hereby in the event that the Merger is not completed. Each of the parties hereto and their representatives shall not use such information so obtained. All files, records, documents, information, data and similar items relating to the confidential information of CADICDS, whether prepared by MEDY or otherwise coming into MEDY's possession, shall remain the exclusive property of CADI CDS and shall be promptly delivered to CADICDS, together with all copies thereof, upon termination of this Agreement. All files, records, documents, information, data and similar items relating to the confidential information of MEDY, whether prepared by CADI CDS or otherwise coming into CADICDS's possession, shall remain the exclusive property of MEDY and shall be promptly delivered to MEDY, together with all copies thereof, upon termination of this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Medical Dynamics Inc)