Common use of Access to Information and Documents Clause in Contracts

Access to Information and Documents. Subject to any applicable antitrust restrictions, from the date hereof until the Closing Noble shall give, and shall cause Noble’s Affiliates to give, Arcelor and its agents and representatives (including auditors, lawyers, financial and business advisors and environmental consultants) reasonable access during normal working hours to any and all of the properties, assets, books, records and other documents and employees of Noble in order to enable Arcelor to make such examination of the business, properties, assets, books, records and other documents of Noble, Noble’s Affiliates and their business and to conduct such other due diligence investigation of Noble’s business (including, subject to Noble’s consent, environmental audits, investigation and site assessments) as Arcelor may reasonably deem necessary or desirable. Subject to any applicable antitrust restrictions, Noble shall, and shall cause Noble’s Affiliates to, make full disclosure to Arcelor and its agents and representatives upon inquiry as to all aspects of their businesses and related Liabilities, including the conduct of business operations (past, present and future), condition (financial and otherwise), related Liabilities and prospects. To the extent that a confidentiality agreement with a third party would prohibit such disclosure, Noble will so advise Arcelor and will, upon Arcelor’s request, work with the third party to have Arcelor added to the confidentiality arrangement upon terms acceptable to Xxxxx, Xxxxxxx and the third party. As part of such examination, following reasonable notice to Noble and with Noble’s prior written consent (not to be unreasonably withheld) Arcelor may make such inquiries of such Persons having business relationships with Noble, Noble’s Affiliates and Noble’s business (including suppliers, licensees and customers) as Arcelor shall deem necessary or desirable. Arcelor acknowledges and agrees that, as a result of its due diligence investigation of Noble, it may receive material nonpublic information about Noble and that US securities laws impose restrictions on trading in securities while in possession of such information. Accordingly, Arcelor agrees that, prior to the Closing, it will not purchase or sell Noble securities from or to any Person.

Access to Information and Documents. Subject to any applicable antitrust restrictions, from the date hereof until the Closing Noble Arcelor shall give, and shall cause Noble’s the Group Members and the Concerned Arcelor Affiliates to give, Arcelor Noble and its agents and representatives (including auditors, lawyers, financial and business advisors and environmental consultantsconsultants in addition to the Persons identified in Section 7.1 of this Agreement) reasonable access during normal working hours to any and all of the properties, assets, books, records and other documents and employees of Noble Group Members and the Concerned Arcelor Affiliates (solely to the extent included in or relating to the laser-welded blanks business or the Reorganization) in order to enable Arcelor Noble to make such examination of the business, properties, assets, books, records and other documents of Noble, Noble’s Group Members and Concerned Arcelor Affiliates and their business the Business and to conduct such other due diligence investigation of Noble’s business (includingthe Business, subject to Noble’s consent, including “Phase I” environmental audits, investigation and site assessments) , as Arcelor Noble may reasonably deem necessary or desirable, including discussions and examinations for the purpose of enabling Noble to satisfy its obligations after the Closing under the Xxxxxxxx-Xxxxx Act of 2002 and rules and regulations thereunder. Subject to any applicable antitrust restrictions, Noble Arcelor shall, and shall cause Noble’s the Group Members and Concerned Arcelor Affiliates to, make full disclosure to Arcelor Noble and its agents and representatives upon inquiry as to all aspects of their businesses and related Liabilities, including the conduct of business operations (past, present and future), condition (financial and otherwise), related Liabilities and prospects. To the extent that a confidentiality agreement with a third party would prohibit such disclosure, Noble Arcelor will so advise Arcelor Noble and will, upon ArcelorNoble’s request, work with the third party to have Arcelor Noble added to the confidentiality arrangement upon terms acceptable to XxxxxArcelor, Xxxxxxx Noble and the third party. As part of such examination, following reasonable notice to Noble Arcelor and with NobleArcelor’s prior written consent (not to be unreasonably withheld) Arcelor Noble may make such inquiries of such Persons having business relationships with Noblethe Group Members, Noble’s the Concerned Arcelor Affiliates and Noble’s business the Business (including suppliers, licensees and customers) as Arcelor Noble shall deem necessary or desirable. From time to time after Closing, at Noble’s request and without further consideration Arcelor acknowledges will, and agrees thatwill cause Arcelor’s Affiliates to, as a result of its due diligence investigation of Noble, it may receive material nonpublic information about make available to Noble and that US securities laws impose restrictions on trading in securities while in possession to Noble’s agents and representatives (and copy at Noble’s request and Noble’s expense) any books and records of such information. Accordingly, Arcelor agrees that, prior and of Arcelor’s Affiliates relating to the Closingoperation of the Business, it will provided, however, that Arcelor and Arcelor’s Affiliates may redact from such books and records information that Arcelor reasonably and in good faith determines to be confidential and that does not purchase or sell Noble securities from or relate to any Personthe operation of the Business.

Access to Information and Documents. Subject to any applicable antitrust restrictions, from (a) From the date hereof until to the Closing Noble Effective Time of the Merger, the Company shall givegive to, or cause to be made available for, MSCMG and MSCMG shall give to, or cause Noble’s Affiliates to givebe made available for, Arcelor the Company and its agents their respective counsels, accountants and other representatives (including auditors, lawyers, financial and business advisors and environmental consultants) reasonable full access during normal working business hours to any all properties, documents, contracts, employees and all records of the properties, assets, books, records Company and the Company Subsidiaries or MSCMG and furnish the other party with copies of such documents and employees with such information as such party from time to time reasonably may request; provided, however, that nothing herein shall be deemed to obligate the Company or MSCMG to provide the other party access to information or operations the access to which is restricted for statutory or other governmental security purposes. The Company will make available to MSCMG for examination correct and complete copies of Noble in order to enable Arcelor to make such examination all Federal, state, local and foreign tax returns filed by the Company and the Company Subsidiaries, together with all available revenue agents' reports, all other reports, notices and correspondence concerning tax audits or examinations and analyses of all provisions for reserves or accruals of taxes including deferred taxes. (b) Until the Effective Time of the businessMerger (and, propertiesif this Merger Agreement is terminated prior to the Effective Time of the Merger, assetsat all times after such termination), books, records the Company and other documents of Noble, Noble’s Affiliates and their business and to conduct such other due diligence investigation of Noble’s business (including, subject to Noble’s consent, environmental audits, investigation and site assessments) as Arcelor may reasonably deem necessary MSCMG will not disclose or desirable. Subject to use any applicable antitrust restrictions, Noble shall, and shall cause Noble’s Affiliates to, make full disclosure to Arcelor and its agents and representatives upon inquiry as to all aspects confidential information obtained in the course of their businesses and related Liabilitiesrespective investigations, including the conduct of business operations (past, present and future), condition (financial and otherwise), related Liabilities and prospects. To except to the extent that a confidentiality agreement with a third party would prohibit any such disclosureconfidential information subsequently becomes public knowledge. (c) If the Merger is not consummated and this Merger Agreement is terminated, Noble will so advise Arcelor then MSCMG promptly shall return all documents, contracts, records or properties of the Company furnished by the Company to MSCMG, and willall copies thereof, upon Arcelor’s requestand the Company promptly shall return all documents, work with the third party to have Arcelor added contracts, records or properties of MSCMG furnished by MSCMG to the confidentiality arrangement upon terms acceptable to XxxxxCompany, Xxxxxxx and the third partyall copies thereof. As part of such examination, following reasonable notice to Noble and with Noble’s prior written consent (not to be unreasonably withheld) Arcelor may make such inquiries of such Persons having business relationships with Noble, Noble’s Affiliates and Noble’s business (including suppliers, licensees and customers) as Arcelor shall deem necessary or desirable. Arcelor acknowledges and agrees that, as a result of its due diligence investigation of Noble, it may receive material nonpublic information about Noble and that US securities laws impose restrictions on trading in securities while in possession of such information. Accordingly, Arcelor agrees that, prior to the Closing, it will not purchase or sell Noble securities from or to any Person18 SECTION 6.5.

Access to Information and Documents. Subject (a) So long as this Agreement is in effect the Company, in order for Purchaser to complete its due diligence in connection with effecting a Closing hereunder, will give Purchaser and Purchaser's attorneys, accountants, consultants, financial advisors, employees, agents and other representatives full access to the Company's Video Business, including but not limited to, with respect to the Company's Video Business and the Subsidiary, all properties, documents, contracts, information, books, work papers and records and will furnish Purchaser with copies of such documents (certified by the Company's and the Subsidiary's officers as so appropriate and if so requested) and shall provide all information with respect to all properties, assets, banking and other financial relationships, books, contracts, commitments, reports and records as Purchaser may from time to time request, including, without limitation, such books, records, documents and any other information relating to any applicable antitrust restrictionspredecessor to the Company's Video Business, from all of which shall be subject to the date hereof until provisions of Section 12(b) below; provided, however, that notwithstanding the foregoing, (i) the Company shall not be required to disclose to Purchaser prior to the Closing Noble shall givethe identifies of the entities, data for which is set forth on Schedule 6(w), Schedule 6(x) Schedule 6(z) or Schedule 6(ff), and (ii) the Company shall cause Noble’s Affiliates not be required, prior to giveClosing, Arcelor to disclose to Purchaser any proprietary data that is solely of a technical nature, that the Company believes, in good faith, would be competitively damaging to the Company in the event that the Closing does not occur. The furnishing of any information to Purchaser hereunder or any investigation by Purchaser shall not affect Purchaser's right to rely on any representations and warranties made in this Agreement. In addition, the Company will permit Purchaser and its attorneys, accountants, financial advisers, consultants, employees, agents and other representatives (including auditors, lawyers, financial and business advisors and environmental consultants) reasonable access to personnel of the Company's Video Business and of the Subsidiary, as well as to the customers, suppliers and distributors of the Company's Video Business and the Subsidiary, and those institutions with which the Company's Video Business and the Subsidiary maintain banking, borrowing or credit relationships, all during normal working business hours as may be necessary or useful to any and all the Purchaser in its review of the properties, assets, books, records assets and other documents and employees of Noble in order to enable Arcelor to make such examination business affairs of the business, properties, assets, books, records and other documents of Noble, Noble’s Affiliates and their business and to conduct such other due diligence investigation of Noble’s business (including, subject to Noble’s consent, environmental audits, investigation and site assessments) as Arcelor may reasonably deem necessary or desirable. Subject to any applicable antitrust restrictions, Noble shall, and shall cause Noble’s Affiliates to, make full disclosure to Arcelor and its agents and representatives upon inquiry as to all aspects of their businesses and related Liabilities, including the conduct of business operations (past, present and future), condition (financial and otherwise), related Liabilities and prospects. To the extent that a confidentiality agreement with a third party would prohibit such disclosure, Noble will so advise Arcelor and will, upon Arcelor’s request, work with the third party to have Arcelor added to the confidentiality arrangement upon terms acceptable to Xxxxx, Xxxxxxx Company's Video Business and the third party. As part of such examinationSubsidiary; provided, following reasonable notice to Noble and with Noble’s prior written consent (not to be unreasonably withheld) Arcelor may make such inquiries of such Persons having business relationships with Noblehowever, Noble’s Affiliates and Noble’s business (including suppliers, licensees and customers) as Arcelor shall deem necessary or desirable. Arcelor acknowledges and that Purchaser agrees that, as a result of its due diligence investigation of Noble, it may receive material nonpublic information about Noble and that US securities laws impose restrictions on trading in securities while in possession of such information. Accordingly, Arcelor agrees that, prior to the Closing, it will not purchase contact any of such foregoing personnel, customers, suppliers or sell Noble securities from distributors, or banking, borrowing or credit institutions, without coordinating such contact with the Company; and it is further provided that with respect to those distributors and suppliers set forth on Schedule 12(a) annexed hereto, Purchaser shall not engage in any Personbusiness relations for two (2) years after the date set forth above in the event that a Closing hereunder does not occur.