Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. The Company shall (and shall cause each Company Subsidiary to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, full access upon prior notice during normal business hours throughout the period prior to the Appointment Date to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each Company Subsidiary to) furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. After the Appointment Date, the Company shall provide Parent and such Persons as Parent shall designate with all such information, at any time as Parent shall request. Until the Appointment Date, unless otherwise required by law or in order to comply with disclosure requirements applicable to the Offer Documents or the Proxy Statement, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall hold in confidence all non-public information acquired in accordance with the provisions of the Confidentiality Agreement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Eagle Merger Corp), Agreement and Plan of Merger (Softworks Inc)

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Access; Confidentiality. The Upon reasonable notice, the Company shall (and shall cause each Company Subsidiary of its subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, full access upon prior notice reasonable access, during normal business hours throughout during the period prior to the Appointment Date Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each Company Subsidiary of its subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. After the Appointment Date, Date the Company shall provide Parent and such Persons persons as Parent shall designate with all such information, at any such time as Parent shall request. Until Unless otherwise required by law and until the Appointment Date, unless otherwise required by law or in order to comply with disclosure requirements applicable to the Offer Documents or the Proxy Statement, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall Parent will hold in confidence all any such information which is non-public information acquired in confidence in accordance with the provisions of a letter agreement dated September 10, 1997 between the Confidentiality AgreementCompany and the Parent (the "CONFIDENTIALITY AGREEMENT"). The parties agree that the access and assistance to be provided pursuant to this Section 5.2 shall not be such as to unreasonably interfere with the operation of the Company's business.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Arbor Health Care Co /De/), Agreement and Plan of Merger (Extendicare Inc /Can/)

Access; Confidentiality. The Company shall (and shall ----------------------- cause each Company Subsidiary of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, full access upon prior notice during normal business hours throughout the period prior to the Appointment Date Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each Company Subsidiary of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall include the right to conduct such environmental studies as Parent, in its discretion, shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such Persons persons as Parent shall designate with all such information, at any time as Parent shall request. Until the Appointment Date, unless otherwise required by law or in order to comply with disclosure requirements applicable to the Offer Documents or the Proxy Statement, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall Parent will hold any such information which is nonpublic in confidence all non-public information acquired in accordance with the provisions of the Confidentiality Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Compaq Interests Inc), Agreement and Plan of Merger (Shopping Com)

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Access; Confidentiality. The From the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall (and shall cause each the Company Subsidiary Subsidiaries to) afford to the , upon reasonable prior notice, give Parent and Purchaser, their officers, employeesdirectors and a reasonable number of their employees and their authorized Representatives, accountants, counsel, financing sources and other representatives of Parent, full reasonable access upon prior notice during normal business hours throughout the period prior to the Appointment Date to all its propertiesCompany Agreements, contracts, books, contractsrecords, commitments analyses, projections, plans, systems, senior management, agents, customers, Tax Returns and records (including the work papers of independent accountants subject to the consent of such independent accountants), offices and other facilities and properties of the Company and other information as Parent may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company and, during such period, the Company shall (and shall cause each Company Subsidiary to) furnish promptly in advance to Parent (a) a copy of each report, schedule, registration statement and other document to be filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other laws. The terms of the Confidentiality Agreement shall apply to any information concerning its business, properties and personnel as provided to Parent may reasonably requestor Purchaser pursuant to this Section 6.2. After Notwithstanding anything to the Appointment Datecontrary set forth herein, the Company shall not be required to provide Parent and such Persons as Parent shall designate with all such access to, or to disclose information, at any time as Parent shall request. Until where such access or disclosure would (a) jeopardize the Appointment Date, unless otherwise required by law or in order to comply with disclosure requirements applicable to the Offer Documents or the Proxy Statement, each party agrees that it (and its Subsidiaries and its and their respective representatives) shall hold in confidence all nonattorney-public information acquired in accordance with the provisions client privilege of the Confidentiality AgreementCompany or (b) contravene any applicable Law or any applicable antitrust principles or contractual restriction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Presstek Inc /De/)

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