Reasonable Access; Confidentiality Clause Samples
The "Reasonable Access; Confidentiality" clause grants one party the right to access certain information, documents, or premises of the other party, typically for purposes such as due diligence, inspection, or compliance verification, while imposing an obligation to keep any accessed information confidential. In practice, this means that the party receiving access must use the information solely for the agreed purpose and must not disclose it to unauthorized third parties. This clause ensures that necessary oversight or verification can occur without compromising sensitive information, balancing transparency with the protection of confidential data.
Reasonable Access; Confidentiality. (i) The Company shall, and shall cause each of its Subsidiaries to, permit representatives of Buyer (including legal counsel, the Financing Sources and accountants), upon reasonable prior notice to Sellers’ Representative, to have reasonable access during normal business hours, and in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries, to all premises, properties, personnel, books, records (including tax records), Contracts, instruments and documents of or pertaining to the Company and each of its Subsidiaries. Prior to the Closing, without the prior written consent of Sellers’ Representative, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company or any of its Subsidiaries; provided, however, that the foregoing restriction shall not prohibit any contacts by Buyer or its representatives or Affiliates with customers and suppliers of the Company or any of its Subsidiaries in the Ordinary Course of Business unrelated to the transactions contemplated hereby, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property or the Owned Real Property.
(ii) Prior to the Closing Date, the Company shall as promptly as practicable (but in no event later than twenty (20) days following the end of each calendar month) deliver to Buyer a consolidated balance sheet, statement of operations and statement of cash flows for such calendar month (with the first such balance sheet, statement of operations and statement of cash flows to be delivered for the month ended April 30, 2019), together with the underlying trial balances and other supporting documentation for the Company and each of its Subsidiaries, in each case, prepared on a basis consistent with past practice.
(iii) Subject to Section 5(j)(iii), Buyer acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of a non-disclosure agreement, dated as of February 15, 2019, between Buyer and the Company (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Company and its Subsidiaries; provided, however, that Buyer acknowledges that any and all other information provided to it by the Company, any Sel...
Reasonable Access; Confidentiality. (a) From the date of this Agreement until the Closing or the earlier termination of this Agreement, and subject to applicable Law, Seller and the Company shall give Buyer and its representatives, upon reasonable advance notice, reasonable access, during normal business hours, to their assets, properties, books, records, agreements and employees and shall permit Buyer to make such inspections as Buyer may reasonably require and to make available to Buyer during such period all such information as Buyer may from time to time reasonably request. Any request for information made by Buyer shall be made only to those persons that Seller designates, and Buyer’s access to the property and employees of Seller shall be subject to such reasonable restrictions as Seller may impose to avoid disruption of Seller’s business. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property.
(b) From the date of this Agreement until the Closing or the earlier termination of this Agreement, Seller and the Company shall use their commercially reasonable efforts to provide Buyer with copies of material and substantive correspondence to or from all Educational Agencies and respond to reasonable inquiries from Buyer with respect to: (i) the application for initial licensure from any Educational Agency, CCNE, the Accreditation Review Commission on Education for the Physician Assistant, or the Council on Academic Accreditation; (ii) renewal of any existing Educational Approval; (iii) the School’s efforts to add new campuses, add new educational programs or modify existing educational programs; (iv) new applications or modifications to existing applications filed with any Educational Agency; and (v) any interim reports to be filed ...
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Seller shall give the Buyer and its representatives, upon reasonable advance notice to the Seller, reasonable access, during the Seller’s normal business hours and under the supervision of the Seller’s personnel and in such a manner as not to interfere with the normal operations of the Seller, to the assets, properties, books, records and employees of the Seller and shall permit the Buyer and its representatives to make such inspections as it or they may reasonably require and to furnish the Buyer and its representatives during such period with information relating to the Business as the Buyer and its representatives may from time to time reasonably request.
(b) Any information provided to or obtained by the Buyer in connection with the transactions contemplated by this Agreement shall be subject to the Confidentiality Agreement between the Buyer (or the principal equity holder of the Buyer) and TM Capital Corp., on behalf of the Seller and Global Power (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with, and be subject to the terms of, the Confidentiality Agreement.
(c) The Buyer agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth in this Agreement, and such provisions are hereby incorporated into this Agreement by reference.
Reasonable Access; Confidentiality. (a) From the Effective Date until the Closing or earlier termination of this Agreement pursuant to Section 8.1, and subject to applicable Law, the Company shall give, and shall cause the Subsidiaries to give, Buyer, Merger Sub and their respective representatives, upon reasonable advance notice to the Seller Representative and the Company, reasonable access, during normal business hours, to the assets, properties, books, records and agreements (other than privileged information) and senior management of the WU Companies, and the Company shall, and shall cause the Subsidiaries to, permit Buyer and Merger Sub to make such inspections (but excluding sampling or testing of the Environment or building materials without the Seller Representative’s prior written consent in the Seller Representative’s sole discretion) as Buyer or Merger Sub may reasonably require and to furnish Buyer and Merger Sub during such period with all such information relating to the WU Companies as Buyer or Merger Sub may from time to time reasonably request.
(b) Any information provided to or obtained by Buyer or Merger Sub or their respective representatives pursuant to Section 6.2(a) will be subject to the Confidentiality Agreement, dated September 13, 2018, entered into by Buyer or its Affiliate for the benefit of the Company (the “Confidentiality Agreement”), and must be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement.
(c) Buyer and Merger Sub agree to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference.
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Acquired Companies shall, and TAT and Sellers will cause the Acquired Companies to, (i) give Buyer and its representatives, upon reasonable notice to the Acquired Companies, reasonable access, during normal business hours, to the officers, employees, agents, assets, properties, books, records and agreements of the Acquired Companies, (ii) permit Buyer to make such inspections (but excluding environmental testing and soil or groundwater sampling without the applicable Acquired Company’s prior written consent) as Buyer may reasonably require and (iii) furnish to Buyer during such period all such information relating to the Acquired Companies as Buyer may from time to time reasonably request; provided, that (A) such activities shall not unreasonably disrupt the operations of the Acquired Companies and (B) the Acquired Companies shall have no obligation to make available any information if making such information available may jeopardize any attorney-client or other legal privilege or contravene any applicable Law or Contract (including any confidentiality agreement to which the Acquired Companies or any of their respective Affiliates is a party).
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing, the Company shall give Buyer and its Representatives, upon reasonable notice to the Company, reasonable access to the assets, properties and books and records of the Company and permit Buyer to make such inspections of the Company as it may reasonably require and to furnish Buyer during such period with such information relating to the Company as Buyer may from time to time reasonably request; provided, however, that such access shall be given to Buyer in a manner consistent with (i) maintaining the confidentiality of the Transactions, (ii) applicable Law and (iii) the existing contractual obligations of the Company, subject to the confidentiality obligations therein.
(b) Buyer agrees that any information provided to or obtained by Buyer pursuant to paragraph (a) above shall be “Evaluation Material” as defined in the Confidentiality and Nondisclosure Agreement dated as of February 22, 2010 among CEI, the Company and Providence Equity Partners, L.L.C. relating to the treatment of Evaluation Material and certain other matters (the “Confidentiality Agreement”), and is to be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. ATC will cause CEI to terminate the Confidentiality Agreement as of the Closing.
Reasonable Access; Confidentiality. (a) From the date of this Agreement until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, the Seller shall give the Buyer and its officers, directors, employees and other authorized agents and representatives, upon reasonable notice to the Seller, reasonable access, during normal business hours and in a manner so as not to interfere with the normal business operations of the E&PA Business or the Seller, to the assets, properties, books, records, Contracts and employees of the E&PA Business and shall permit the Buyer to make such inspections as it may reasonably require and to furnish the Buyer during such period with all such information relating to the E&PA Business as the Buyer may from time to time reasonably request.
(b) Prior to the Closing Date, any information provided to or obtained by the Buyer pursuant to paragraph (a) above will be subject to the Confidentiality Agreement, dated November 18, 2003, by and between the Seller and Lion (the "CONFIDENTIALITY AGREEMENT"), and must be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. The Buyer agrees to be bound by and comply with the provisions of the Confidentiality Agreement as if such provisions were set forth in this Agreement, and such provisions are hereby incorporated by reference into this Agreement.
Reasonable Access; Confidentiality. (a) From the date hereof until the Closing Date or the earlier termination of this Agreement, and subject to applicable Law, Holdings and the Company shall give the Purchaser and its representatives, upon reasonable notice to the Company, reasonable access, during normal business hours, to the customers, suppliers, assets, properties, books, records, agreements and employees of the Company and permit Purchaser to make such inspections and copies as it may reasonably require and to furnish Purchaser during such period with all such information relating to the Company as Purchaser may from time to time reasonably request.
(b) Prior to the Closing, any information provided to or obtained by Purchaser pursuant to paragraph (a) above will be subject to the Confidentiality Agreement, and must be held by Purchaser in accordance with and be subject to the terms of the Confidentiality Agreement.
(c) Prior to the Closing, Purchaser agrees to be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth herein, and such provisions are hereby incorporated herein by reference.
Reasonable Access; Confidentiality. (i) From the date hereof until Closing, ▇▇▇▇▇▇▇ shall use his best efforts to cause the Company and its subsidiaries to give ▇▇▇▇▇▇▇▇ and its representatives, upon reasonable notice to the Company, full and complete access to the assets, properties, books, records, agreements and employees and advisors of the Company and its subsidiaries (the "Information") and shall use his best efforts to cause the Company and its subsidiaries to permit ▇▇▇▇▇▇▇▇ to make such inspections as it may reasonably require and to furnish ▇▇▇▇▇▇▇▇ during such period with all such information relating to the Company and its subsidiaries as ▇▇▇▇▇▇▇▇ may from time to time reasonably request. ▇▇▇▇▇▇▇▇'▇ access to and use of any such Information shall be subject to a confidentiality agreement satisfactory to, and other restrictions imposed by, the Company.
(ii) ▇▇▇▇▇▇▇▇ agrees to use the Information solely for the purpose of evaluating its proposed investment in the Company. Should ▇▇▇▇▇▇▇▇ choose not to exercise the Option, ▇▇▇▇▇▇▇▇ agrees not to use the Information in any manner, and to return all copies of written Information to the Company or ▇▇▇▇▇▇▇ upon ▇▇▇▇▇▇▇'▇ request.
(iii) ▇▇▇▇▇▇▇▇ further agrees to keep all such Information confidential, provided ▇▇▇▇▇▇▇▇ may disclose the Information to its directors, officers, employees, accountants, attorneys and other advisers who need to know such Information for the purpose of evaluating its proposed investment in the Company (it being understood that all such persons will be advised of the obligation to keep such Information confidential). The foregoing restrictions shall not apply to any Information (a) which is or was generally available to the public from sources other than ▇▇▇▇▇▇▇▇ or its representatives, (b) is or becomes available to ▇▇▇▇▇▇▇▇ from a third party which is not known by ▇▇▇▇▇▇▇▇ to be subject to a confidentiality agreement with ▇▇▇▇▇▇▇ or the Company, (c) is already in the possession of ▇▇▇▇▇▇▇▇ or developed by ▇▇▇▇▇▇▇▇ without reference to any Information, or (d) which ▇▇▇▇▇▇▇▇ becomes obligated to disclose by any law, regulation or judicial process.
Reasonable Access; Confidentiality. From the date hereof until the Closing, Seller shall, and shall cause the Amalco Predecessors and Amalco to (i) give Buyer and its representatives (including its lenders or other sources of financing), upon reasonable notice to Seller, reasonable access to the assets, properties, books, records (including Tax records) and agreements of the Amalco Predecessors and Amalco and (ii) permit Buyer to make such inspections as it may reasonably require and to furnish Buyer during such period with all such information relating to the Amalco Predecessors and Amalco as Buyer may from time to time reasonably request; provided, however, that Buyer shall not be permitted to conduct any soil or groundwater sampling or other environmental testing at the Real Estate without Seller's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned).