Access to Premises and Information; Customers Sample Clauses

Access to Premises and Information; Customers. (a) From the date hereof to the Closing Date, the Company shall give to, or cause to be made available for, the Buyer and its other representatives reasonable access and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ businesses, to inspect during normal business hours all the documents, Assigned Contracts, and Business Records of the Asset Seller relating to the Business as the Buyer may reasonably request for the purpose of planning the integration of the Business into Buyer’s business operations; provided that the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidentiality Agreement, dated as of August 25, 2021 (the “Confidentiality Agreement”), between EMCORE Corporation and the Company, and the Buyer and the Company shall not seek or provide access to matters that (i) relate to the auction or sale process related to the Business, (ii) disclosure of which might affect attorney-client privilege or other privilege of the Company or any of its Affiliates or (iii) might be expected to result in or constitute a violation of applicable Law or breach of contract. If such access is restricted due to a term in an Assigned Contract, the Company shall use its commercially reasonable efforts to secure consent from the other party to such an Assigned Contract to provide such access.
Sample 1
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Access to Premises and Information; Customers. (a) From the date hereof to the Closing Date, the Company shall give to, or cause to be made available for, the Buyer and its other representatives (including the Lenders) reasonable access to and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ or the Sold Companies’ or the Sold Subsidiaries’ businesses, to inspect during normal business hours all the documents, Assigned Contracts, and Business Records of the Asset Sellers, the Sold Companies and the Sold Subsidiaries relating to the Business; provided that the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidential Disclosure Agreement, dated August 15, 2018 (the “Confidentiality Agreement”), among Kofax, Inc., Xxxxx Xxxxx, LLC and the Company, and the Buyer and the Company shall not seek or provide access to matters that (i) relate to the auction or sale process related to the Business, (ii) disclosure of which might affect attorney-client privilege, work product doctrine or other privilege or similar doctrine existing for the benefit of the Company or any of its Subsidiaries or (iii) might be expected to result in or constitute a violation of applicable Law or breach of contract; provided that, in the event such access or inspection could reasonably be expected to violate any Law or Contract or jeopardize any attorney-client privilege, work product doctrine or other privilege or similar doctrine, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. If such access is restricted due to a term in a Contract, the Company shall use its commercially reasonable efforts to secure consent from the other party to such Contract to provide such access.
Sample 1
Access to Premises and Information; Customers. (a) From the date hereof to the Final Closing Date, the Company shall give to, or cause to be made available for, the Buyer and its other Representatives and prospective lenders access to and the right, upon reasonable prior notice and in such a manner that does not disrupt the Sellers’ and the Transferred Companies’ businesses, to inspect during normal business hours all the properties, documents, Assigned Contracts, and Records of the Asset Sellers or Transferred Companies relating to the Business; provided that, subject to the final sentence of this Section 7.4(a), the parties shall maintain the confidentiality of any disclosed information to the extent set forth in the Confidentiality Agreement, dated June 22, 2012 (the “Confidentiality Agreement”), between an Affiliate of the Buyer and the Company, and the Buyer and the Company shall not seek or provide access to information if such disclosure would, in the good faith reasonable belief of the Company, result in or constitute (i) a waiver of attorney-client privilege or other privilege of the Company or any of its Affiliates, (ii)a violation of applicable Law or (iii) a breach of contract, except that, the Company shall be required to disclose any such information under clauses (i) and (ii) if the Buyer is willing to enter into a joint defense agreement on customary terms and conditions with the Company and/or any applicable Affiliates regarding the matters relating to such disclosure or provide that such information is shared on an “outside counsel” basis. If such access is restricted due to a term in an Assigned Contract, the Company shall use its commercially reasonable efforts to secure consent from the other party to such an Assigned Contract to provide such access. The execution of this Agreement shall constitute written consent by the Company pursuant to the Confidentiality Agreement (x) to all actions of the Buyer and its Affiliates expressly permitted or contemplated by this Agreement and the Transaction Documents, (y) to waive the limitations contained in the Confidentiality Agreement to the extent (and only to the extent) that such limitations restrict contacting and working with financing sources, their Affiliates, advisors and representatives, and (z) subject to Section 10.1, to acknowledge that Section 5 of the Confidentiality Agreement shall be of no further force and effect.
Sample 1

Related to Access to Premises and Information; Customers

  • Access to Premises and Information At reasonable times prior to the Closing Date, the Seller will provide the Purchaser and its representatives with reasonable access during business hours to the assets, titles, contracts and records of the Seller and furnish such additional information concerning the Seller's business as the Purchaser from time to time may reasonably request.

  • Access and Information (a) From the date hereof until the Closing (and, with respect to any Disputed MCE System, until the expiration of the MCE Period), subject to applicable Laws, Seller shall (i) afford Buyer and its authorized representatives reasonable access, during regular business hours, upon reasonable advance notice, to the Employees, each Specified Business, the Friendco Business, Assets that will be Transferred Assets as of the Closing and the Friendco Transferred Assets, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information with respect to each Specified Business or in furtherance of the Transaction or the Exchange as Buyer from time to time reasonably requests, including, subject to Section 5.11, by providing to Buyer or its accountants sufficient information (A) for the preparation of the pro-forma balance sheet and statements of income, stockholders’ equity and cash flows for the Parent Business (in each case, if requested, assuming the Friendco Transaction and/or the Exchange have occurred) and (B) regarding compliance by Seller and its Affiliates with the requirements of the SOA with respect to the Business, and (iii) instruct the Employees, and its counsel and financial advisors to cooperate with Buyer in its investigation of each Specified Business and the Friendco Business, including instructing its accountants to give Buyer access to their work papers; provided, however, that in no event shall Buyer have access to any information that, based on advice of Seller’s counsel, would (A) reasonably be expected to create Liability under applicable Laws, including U.S. Antitrust Laws, or waive any material legal privilege (provided, that in such latter event Buyer and Seller shall use commercially reasonable efforts to cooperate to permit disclosure of such information in a manner consistent with the preservation of such legal privilege), (B) result in the disclosure of any trade secrets of third parties or (C) violate any obligation of Seller with respect to confidentiality so long as, with respect to confidentiality, to the extent specifically requested by Buyer, Seller has made commercially reasonable efforts to obtain a waiver regarding the possible disclosure from the third party to whom it owes an obligation of confidentiality; it being understood that Buyer shall not conduct any environmental sampling without the prior written consent of Seller, which consent may be withheld in Seller’s reasonable discretion. All requests made pursuant to this Section 5.1(a) shall be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received pursuant to this Section 5.1(a) shall, prior to the Closing, be governed by the terms of the Seller Confidentiality Agreement. No information or knowledge obtained in any investigation by Buyer pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty made by Seller hereunder.

  • Access to Premises and Records Between the date of this Agreement ------------------------------ and the Closing Date, Seller will give Buyer and its counsel, accountants and other representatives full access during normal business hours upon reasonable notice to all the premises and books and records of the Business and to all the Assets and to the System personnel and will furnish to Buyer and such representatives all such documents, financial information, and other information regarding the Business and the Assets as Buyer from time to time reasonably may request; provided that no such investigation will affect or limit the scope of any of Seller's representations, warranties, covenants and indemnities in this Agreement or any Transaction Document or limit liability for any breach of any of the foregoing.

  • Data Processing System, Program and Information (a) The Investment Company shall not, solely by virtue of this Agreement, obtain any rights, title and interest in and to the computer systems and programs, including all related documentation, employed by FTIS in connection with rendering services hereunder; provided however, that the records prepared, maintained and preserved by FTIS pursuant to this Agreement shall be the property of the Investment Company.

  • Records and Information The LLC shall keep at its principal office the following records, and such other records (if any) as may be required under applicable state law:

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information which is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

  • Additional Reports and Information The Borrowers shall furnish to the Lender promptly, such additional information, reports or statements as the Lender may from time to time reasonably request.

  • Reports and Information Computershare shall provide the Funds with the reports specified in Schedule 6 of the Side Agreement within the periods of time prescribed in Schedule 6 of the Side Agreement and at no additional cost to the Funds.

  • Return of Property and Information Upon the termination of the Executive’s employment for any reason, the Executive shall immediately return and deliver to the Company any and all Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, which belong to the Company or relate to the Company’s business and which are in the Executive’s possession, custody or control, whether prepared by the Executive or others. If at any time after termination of the Executive’s employment the Executive determines that the Executive has any Confidential Information in the Executive’s possession or control, the Executive shall immediately return to the Company all such Confidential Information in the Executive’s possession or control, including all copies and portions thereof.

  • INVESTMENTS AND INFORMATION (a) The Trustee shall from time to time during the term of this Agreement invest all amounts on deposit in the Credit Enhancement Account as the Master Servicer shall direct, which investments shall at all times be made in compliance with the terms of the Pooling and Servicing Agreement and the Series Supplement.

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