Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 25 contracts

Samples: Agreement and Plan of Merger (U.S. Gold Corp.), Agreement of Merger and Plan of Reorganization (Active With Me Inc.), Agreement of Merger and Plan of Reorganization (Be Active Holdings, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 24 contracts

Samples: Agreement and Plan of Merger (China Grand Resorts, Inc.), Agreement and Plan of Merger (New York Global Innovations Inc.), Agreement and Plan of Merger (iWallet Corp)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, ~~provided~~ that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 11 contracts

Samples: Agreement and Plan of Merger and Reorganization (Bridgetech Holdings International Inc), Agreement and Plan of Merger (Trunity Holdings, Inc.), Agreement and Plan of Merger (CST Holding Corp.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 6 contracts

Samples: Agreement of Merger And (Windy Creek Developments, Inc.), Agreement of Merger And (Agronix Inc), Agreement of Merger And (Western Exploration Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; ~~provided~~PROVIDED, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization (Chubasco Resources Corp.), Agreement of Merger and Plan (Medallion Crest Management Inc), Agreement of Merger and Plan (Darwin Resources Corp.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, ~~provided~~ that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Souders Richard Vaughn), Agreement and Plan of Merger (Xedar Corp), Agreement and Plan of Merger (Xedar Corp)

Access and Information. ~~The Company, on the one hand,~~ Sona and ~~Parent and Acquisition Corp., on the other hand,~~ Sibling shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the ~~Effective Time to~~ Closing Date of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 4 contracts

Samples: Agreement of Acquisition and Plan of Reorganization (Sona Development Corp), Agreement of Acquisition And (Sona Development Corp), Agreement of Acquisition and Plan of Reorganization (Sona Development Corp)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization, Agreement of Merger and Plan of Reorganization (Cinjet Inc), Agreement of Merger And (SSTL, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full ~~access~~ access, during normal business hours throughout the period prior to the Effective ~~Time~~ Time, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in ~~confidence~~ strict confidence, all such information (other than such information ~~that~~ which: (ai) is already in such party~~’s possession or~~ 's possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its ~~advisors,~~ advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; , provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 3 contracts

Samples: Agreement of Merger and Plan of Reorganization (CannLabs, Inc.), Agreement of Merger and Plan of Reorganization (Ip Technology Services, Inc.), Agreement of Merger and Plan of Reorganization (Blue Calypso, Inc.)

Access and Information. ~~The Company~~Upon reasonable notice, on each of the ~~one hand,~~ Company and Parent shall (and ~~Acquisition Corp., on the other hand,~~ shall ~~each~~ cause its subsidiaries to) afford to the other party and to its representatives (including, without limitation, directors, officers and employees of the ~~other’s accountants~~other party and its affiliates, ~~counsel~~ and counsel, accountants and other ~~representatives full~~ advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, loan and credit files, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during~~ such ~~period, each shall furnish promptly to the~~ other ~~all~~ information ~~concerning its business, properties and personnel~~ as such ~~other~~ party may reasonably request; provided, ~~provided~~ however, that no investigation pursuant to this Section ~~6.01~~ 5.3 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. ~~Each party shall hold~~The Company and Parent will not, and ~~shall~~ each will cause its ~~employees~~ representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and ~~agents~~ Parent will keep confidential, and will cause its representatives to ~~hold~~keep confidential, ~~in confidence~~ all information and documents obtained pursuant to this Section 5.3 unless such information (~~other than such information that (a~~i) is was already ~~in such party’s possession or (b) becomes generally available~~ known to the ~~public other than~~ Company or Parent, as ~~a result~~ the case may be, or an affiliate of ~~a disclosure by such party~~ the Company or ~~its directors~~Parent, ~~officers, managers, employees, agents or advisors or~~ (cii) becomes available to ~~such party on a non-confidential basis~~ the Company or Parent, as the case may be, or an affiliate of the Company or Parent from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such party to be bound by a confidentiality ~~agreement~~ agreement, (iii) is disclosed with the prior written approval of the Company or ~~other obligation of secrecy to a party hereto~~ Parent, as the case may be, or ~~another party until such time as such~~ (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating terminated or the transactions contemplated ~~hereby (it being understood that such directors, officers, employees and representatives~~ by this Plan shall otherwise fail to be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminatedconsummated, each party ~~will deliver~~ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the ~~other all documents~~ party which furnished the same. The provisions of the Confidentiality Agreements dated April 5, 1999 and ~~other materials (including copies) obtained by~~ December 23, 1998 shall survive to the extent such ~~party or on its behalf from the other party as a result of~~ terms are not inconsistent with this ~~Agreement or in connection herewith, whether so obtained before or after the execution hereof~~Section 5.3.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Citizens Banking Corp), Agreement and Plan of Merger (F&m Bancorporation Inc), Agreement and Plan of Merger (Citizens Banking Corp)

Access and Information. ~~The Company~~LJR, on the one hand, and ~~Parent~~ Pubco and ~~Acquisition Corp.~~Merger Sub, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 3 contracts

Samples: Agreement of Merger and Plan of Reorganization, Agreement of Merger and Plan of Reorganization (NuLife Sciences, Inc.), Agreement of Merger and Plan of Reorganization (NuLife Sciences, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and ~~Acquisition Corp., on the other hand,~~ Merger Sub shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (HealthTalk Live, Inc.), Agreement and Plan of Merger (American Boarding Co), Agreement and Plan of Merger (Ember Therapeutics, Inc. - Ny)

Access and Information. The ~~Company, on the one hand, and Parent and Acquisition Corp., on the other hand,~~ parties shall each afford to the other and to the other’s financial advisors, legal counsel, accountants, ~~counsel~~ and ~~other representatives full~~ consultants retained for the specific purpose of advising with respect to the transactions contemplated by this Agreement access during normal business hours throughout the period prior to the Effective Time to all of its books, records, properties~~, books~~, contracts, ~~commitments~~ leases, plants and ~~records (including but not limited to tax returns) and~~ personnel and, during such period, each shall furnish promptly to the other (a) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws, and (b) all other information ~~concerning its business, properties and personnel~~ as such other party reasonably may ~~reasonably~~ request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made ~~herein~~herein or the conditions to the obligations of the respective parties to consummate the Merger. Notwithstanding the foregoing, a party may elect to withhold from the other party any information as such party, in the exercise of its reasonable discretion, determines may place it at a competitive disadvantage in the event the Transactions do not close and such information were inadvertently or intentionally used by the other party, but the party electing to withhold such information must provide the other party with written notice specifying the nature of the information withheld, and must actually provide the information to the other party on or before the date that all other conditions to Closing under Article VIII are satisfied. Each party recognizes that information that is withheld pursuant to the preceding sentence can serve as the basis for a breach of a covenant, representation or warranty in this Agreement, and neither party waives any rights that it may have as a result of any such breach. Each party shall ~~hold, and shall cause its employees and agents to hold,~~ hold in confidence all ~~such~~ nonpublic information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly ~~available; provided~~available and, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other or destroy all ~~documents~~ documents, work papers and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. Notwithstanding the foregoing, the confidentiality agreements dated April 14, 2003 and August 2, 2003 between Parent and Target (the “Confidentiality Agreements”) shall survive the execution and delivery of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Medstone International Inc/), Agreement and Plan of Merger (Prime Medical Services Inc /Tx/)

Access and Information. ~~The Company~~NBPC, on the one hand, and ~~Parent~~ Nexus and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 4.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: And Restated Agreement and Plan of Reorganization (Nexus Biopharma Inc), Agreement and Plan of Reorganization (Nexus Biopharma Inc)

Access and Information. ~~The Company~~(a) Upon reasonable notice, ~~on the one hand,~~ Haven and ~~Parent~~ Queens shall (and ~~Acquisition Corp., on the other hand,~~ shall ~~each~~ cause their respective Subsidiaries to) afford to the other and ~~to the other’s accountants~~their respective representatives (including, ~~counsel~~ without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other ~~representatives full~~ professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other information as either party may reasonably request; provided, ~~provided~~ however, that no investigation pursuant to this Section ~~6.01~~ 4.3 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. ~~Each party~~ In furtherance, and not in limitation of the foregoing, Haven shall ~~hold~~make available to Queens all information necessary or appropriate for the preparation and filing of all real property and real estate transfer tax returns and reports required by reason of the Merger. Queens and Haven shall not, and shall cause ~~its employees~~ their respective representatives not to, use any information obtained pursuant to this Section 4.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of Queens and ~~agents~~ Haven will keep confidential, and will cause their respective representatives to ~~hold~~keep confidential, all information and documents obtained pursuant to this Section 4.3 or otherwise obtained in ~~confidence all~~ connection with the transactions contemplated by this Agreement unless such information (~~other than such information that (a~~i) is was already ~~in such party’s possession or (b) becomes generally available~~ known to ~~the public other than as a result of a disclosure by~~ such party or ~~its directors~~an affiliate of such party, ~~officers~~other than pursuant to a confidentiality agreement or other confidential relationship, ~~managers, employees, agents or advisors or~~ (cii) becomes available to such party ~~on a non-confidential basis~~ or an affiliate of such party from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such party to be bound by a confidentiality agreement ~~with~~ or other obligation of ~~secrecy~~ secrecy, (iii) is disclosed with the prior written approval of the other party or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is terminated or the transactions contemplated by this Agreement shall otherwise fail to a be consummated, each party shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or ~~another~~ an affiliate of any party ~~until such time as such information is otherwise publicly available~~hereto) to be returned to the party that furnished the same or destroyed; provided, however, that ~~(i) any such information may be disclosed~~ an officer's certificate attesting as to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information destruction has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver been provided to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereofparty.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Queens County Bancorp Inc), Agreement and Plan of Merger (Queens County Bancorp Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Agreement of Merger and Plan (Wildon Productions Inc), Agreement of Merger and Plan (Quality Exchange Inc)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Agreement of Merger and Plan (Fairview Energy Corporation, Inc.), Agreement of Merger and Plan (Towerstream Corp)

Access and Information. The ~~Company, on the one hand,~~ Company and ~~Parent and Acquisition Corp., on the other hand,~~ Purchaser shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of ~~its~~ their properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available); provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Share Exchange Agreement (Diamond Information Institute), Share Exchange Agreement (Alba Mineral Exploration)

Access and Information. ~~The Company~~Upon reasonable notice, on each of the ~~one hand,~~ Company and Parent shall (and ~~Acquisition Corp., on the other hand,~~ shall ~~each~~ cause its subsidiaries to) afford to the other party and to its representatives (including, without limitation, directors, officers and employees of the ~~other’s accountants~~other party and its affiliates, ~~counsel~~ and counsel, accountants and other ~~representatives full~~ advisors retained by the other party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective ~~Time~~ Time, except that with respect to ~~all~~ the Company, during the Due Diligence Period (as defined in Section 7.1(g)) access shall be provided each calendar day during the periods requested by Parent, to the books, records (including, without limitation, loan and credit files, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during~~ such ~~period, each shall furnish promptly to the~~ other ~~all~~ information ~~concerning its business, properties and personnel~~ as such ~~other~~ party may reasonably request; provided, ~~provided~~ however, that no investigation pursuant to this Section ~~6.01~~ 5.3 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. ~~Each party shall hold~~The Company and Parent will not, and ~~shall~~ each will cause its ~~employees~~ representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, the Company and ~~agents~~ Parent will keep confidential, and will cause its representatives to ~~hold~~keep confidential, ~~in confidence~~ all information and documents obtained pursuant to this Section 5.3 unless such information (~~other than such information that (a~~i) is was already ~~in such party’s possession or (b) becomes generally available~~ known to the ~~public other than~~ Company or Parent, as ~~a result~~ the case may be, or an affiliate of ~~a disclosure by such party~~ the Company or ~~its directors~~Parent, ~~officers, managers, employees, agents or advisors or~~ (cii) becomes available to ~~such party on a non-confidential basis~~ the Company or Parent, as the case may be, or an affiliate of the Company or Parent, as the case may be, from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such party to be bound by a confidentiality ~~agreement~~ agreement, (iii) is disclosed with the prior written approval of the Company or ~~other obligation~~ Parent, as the case may be, or (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Plan is terminated or the transactions contemplated by this Plan shall otherwise fail to be consummated, each party shall promptly cause all copies of ~~secrecy~~ documents or extracts thereof containing information and data as to a another party hereto (or an affiliate of any party hereto) to be returned to the party which furnished the same. SECTION 5.4. Certain Filings, Consents and Arrangements. Parent, Merger Sub and the Company shall, and Parent and the Company shall cause their respective subsidiaries to, (a) as soon as practicable make any filings and applications required to be filed in order to obtain all approvals, consents and waivers of governmental authorities necessary or appropriate for the consummation of the transactions contemplated hereby, (b) cooperate with one another ~~party until such time as such information is otherwise publicly available; provided, however, that~~ (i) in promptly determining what filings are required to be made or approvals, consents or waivers are required to be obtained under any ~~such information may be disclosed to such party’s directors~~relevant federal, ~~officers, employees~~ state or foreign law or regulation and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) in promptly making any ~~disclosure~~ such filings (including, at the Effective Time, the filing of a Certificate of Merger pursuant to the State Corporation Law), furnishing information required in connection therewith and seeking timely to obtain any such ~~information may be made as to which the party hereto furnishing such information has consented in writing~~ approvals, consents or waivers and (~~iii~~c) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other copies of the publicly available portions of all ~~documents~~ such filings and ~~other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or~~ applications promptly after ~~the execution hereof~~they are filed.

Appears in 2 contracts

Samples: Stock Option Agreement (Citizens Banking Corp), Stock Option Agreement (Citizens Banking Corp)

Access and Information. The ~~Company, on the one hand,~~ Company and Parent ~~and Acquisition Corp., on the other hand,~~ shall each afford to the other and to the other’s accountants, counsel and other representatives full ~~access~~ access, during normal business hours throughout the period prior to the ~~Effective Time~~ Closing, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in ~~confidence~~ strict confidence, all such information (other than such information ~~that~~ which: (ai) is already in such party’s ~~possession or~~ possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its ~~advisors,~~ advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Securities Exchange Agreement (VirtualScopics, Inc.), Share Exchange Agreement

Access and Information. The Company, on the one hand, and Parent and ~~Acquisition Corp.~~Merger Sub, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request~~, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein~~. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto ~~or another party~~ until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request~~request or applicable laws or rules of the SEC; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Synergy CHC Corp.), Agreement and Plan of Merger (Homie Recipes, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and agree to hold such information confidential pursuant to the terms hereof), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Agreement of Merger And (Odyne Corp), Agreement of Merger And (Convention All Holdings Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the ~~Effective Time to~~ Closing Date of all of its properties, books, ~~contracts~~Contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (ia) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iib) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~c) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may have a reasonable opportunity to seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cody Resources, Inc.), Agreement and Plan of Merger (Cody Resources, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 2 contracts

Samples: Agreement of Merger and Plan of Reorganization (Broadcaster Inc), Agreement of Merger And (Farrier Resources Corp)

Access and Information. The Company, on the one hand, and ~~Parent and Acquisition Corp.~~the Company, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the ~~Effective Time~~ Closing Date to all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Share Exchange and Reorganization Agreement (Concrete Leveling Systems Inc)

Access and Information. The Company, on the one hand, and ~~Parent~~ Parent, Holdings and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger And (Beacon Energy Holdings, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, ~~provided~~ that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger And (WESTMOUNTAIN Co)

Access and Information. ~~The Company, on the one hand,~~ Extreme and ~~Parent and Acquisition Corp., on the other hand,~~ Falcon shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Share Exchange Agreement (Falcon Media Services LTD)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, ~~provided~~ that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) is or becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powerverde, Inc.)

Access and Information. ~~The Company~~Upon reasonable notice, on Seller shall (and shall cause the ~~one hand~~Seller Bank to) afford to Purchaser and its representatives (including, without limitation, directors, officers and employees of Purchaser and its affiliates, and ~~Parent and Acquisition Corp.~~counsel, ~~on the other hand, shall each afford to the other and to the other’s accountants, counsel~~ accountants and other ~~representatives full~~ professionals retained) such access during normal business hours and in a manner calculated to minimize any disruption of Seller’s operations throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other ~~party~~ information as Purchaser may reasonably request. Purchaser will not, ~~provided that no investigation~~ and will cause its representatives not to, use any information obtained pursuant to this Section ~~6.01~~ 4.04 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Throughout the period prior to the Effective Time, Seller shall ~~affect any representations or warranties made herein. Each party shall hold,~~ (and shall cause the Seller Bank to) afford to Purchaser and its ~~employees and agents to hold~~representatives (including, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its without limitation, directors, ~~officers~~officers and employees of Purchaser and its affiliates, ~~managers~~and counsel, ~~employees, agents~~ accountants and other professionals retained) the right to attend and observe all meetings of the Board of Directors of each of Seller or ~~advisors~~ Seller Bank and all meetings of committees of the management or ~~(c) becomes available to~~ Board of Directors of each of Seller and Seller Bank and shall provide Purchase with reasonable notice of any such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly availablemeetings; provided, however, that ~~(i)~~ Purchaser and its representatives shall participate in such meetings only in the capacity as observers and shall not have any right to vote at such meetings. Subject to the requirements of law, Purchaser will keep confidential, and will cause its representatives to keep confidential, all information ~~may be disclosed~~ and documents obtained pursuant to ~~such party’s directors, officers, employees~~ this Section 4.04 in accordance with the confidentiality agreement between the Seller and ~~representatives of such party’s advisors who need to know such information for~~ the ~~purpose of evaluating~~ Purchaser and previously executed by the Purchaser. In the event that this Agreement is terminated or the transactions contemplated ~~hereby (it being understood that such directors, officers, employees and representatives shall be informed~~ by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts shall otherwise fail to ~~obtain a protective order or other reliable assurance that confidential treatment will~~ be ~~accorded the information furnished. If this Agreement is terminated~~consummated, each party ~~will deliver~~ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the ~~other all documents and other materials (including copies) obtained by such~~ party ~~or on its behalf from~~ which furnished the ~~other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof~~same.

Appears in 1 contract

Samples: Business Combination Agreement (Charter Financial Corp/Ga)

Access and Information. ~~The Company~~Upon reasonable notice, ~~on the one hand,~~ ABC ---------------------- and ~~Parent~~ AFH shall (and ~~Acquisition Corp., on the other hand,~~ shall ~~each~~ cause their respective Subsidiaries to) afford to the other and ~~to the other’s accountants~~their respective representatives (including, ~~counsel~~ without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other ~~representatives full~~ professionals retained by such party) such reasonable access during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns)~~ such other information as either party may reasonably request and during such period, each of ABC and AFH shall, and shall ~~furnish promptly~~ cause their respective Subsidiaries to, make available to the other ~~all information concerning its business~~party a copy of each report, ~~properties~~ schedule, registration statement and ~~personnel as~~ other document filed or received by it during such ~~other party may reasonably request~~period pursuant to the requirements of federal securities laws or federal or state banking laws; PROVIDED, ~~provided~~ HOWEVER, that no investigation pursuant to this ~~Section 6.01~~ SECTION 4.2 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. ~~Each party shall hold~~AFH and ABC will not, and ~~shall~~ will use their reasonable best efforts to cause ~~its employees~~ their respective representatives not to, use any information obtained pursuant to this SECTION 4.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, each of AFH and ~~agents~~ ABC will keep confidential, and will use their reasonable best efforts to ~~hold~~cause their respective representatives to keep confidential, ~~in confidence~~ all information and documents obtained pursuant to this SECTION 4.2 unless such information (~~other than such information that (a~~i) is was already ~~in such party’s possession or (b) becomes generally available~~ known to ~~the public other than as a result of a disclosure by~~ such party or ~~its directors~~an affiliate of such party, ~~officers~~other than pursuant to a confidentiality agreement or other confidential relationship, ~~managers, employees, agents or advisors or~~ (cii) becomes available to such party ~~on a non-confidential basis~~ or an affiliate of such party from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such party to be bound by a confidentiality agreement ~~with~~ or other obligation of ~~secrecy to a~~ secrecy, (iii) is disclosed with the prior written approval of the other party ~~hereto~~ or ~~another party until such time as such~~ (iv) is or becomes readily ascertainable from published information or trade sources. In the event that this Agreement is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating terminated or the transactions contemplated ~~hereby (it being understood that such directors~~by this Agreement shall otherwise fail to be consummated, ~~officers, employees~~ each party shall promptly cause all copies of documents or extracts thereof containing information and ~~representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made~~ data as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party ~~so that the other~~ hereto (or an affiliate of any party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts hereto) to ~~obtain a protective order or other reliable assurance that confidential treatment will~~ be ~~accorded the information furnished. If this Agreement is terminated, each party will deliver~~ returned to the ~~other all documents and other materials (including copies) obtained by such~~ party ~~or on its behalf from~~ that furnished the ~~other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof~~same.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Financial Holdings Inc)

Access and Information. The ~~Company, on the one hand,~~ Company and Parent have and ~~Acquisition Corp., on the other hand,~~ shall each continue to afford to the other and to the other’s accountants, counsel and other representatives full ~~access~~ access, during normal business ~~hours~~ hours, throughout the period ~~prior~~ subsequent to the ~~Effective Time~~ Closing until all filing requirements with respect to the Exchange are met, solely for the purposes of filing any documents required to be filed with the Commission, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in ~~confidence~~ strict confidence, all such information (other than such information ~~that~~ which: (ai) is already in such party’s ~~possession or~~ possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its ~~advisors,~~ advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Securities Exchange Agreement (Clacendix, Inc.)

Access and Information. ~~The Company~~Upon reasonable notice, ~~on the one hand,~~ each party hereto shall (and ~~Parent and Acquisition Corp., on the other hand,~~ shall ~~each~~ cause its Subsidiaries to) afford to the other party and ~~to the other’s accountants~~its representatives (including, ~~counsel~~ without limitation, directors, officers and employees of such party and its affiliates, and counsel, accountants and other ~~representatives full~~ advisors retained by such party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, loan and credit files, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other information as the requesting party may reasonably request; provided, ~~provided~~ however, that no investigation pursuant to this Section ~~6.01~~ 4.4 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. Each party ~~shall hold~~agrees that it will not, and ~~shall~~ will cause its ~~employees~~ representatives not to, use any information obtained pursuant to this Section 4.4 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, each party will keep confidential, and ~~agents~~ will cause its representatives to ~~hold~~keep confidential, ~~in confidence~~ all information and documents obtained pursuant to this Section 4.4 unless such information (~~other than such information that (a~~i) is was already ~~in such party’s possession or (b) becomes generally available~~ known to ~~the public other than as a result of a disclosure by~~ such party or ~~its directors~~an affiliate of such party prior to the date of the confidentiality agreement (the "Confidentiality Agreement") between the Company and Monarch in effect prior to the date hereof, ~~officers, managers, employees, agents or advisors or~~ (cii) becomes available to such party ~~on a non-confidential basis~~ or an affiliate of such party from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such party to be bound by a confidentiality ~~agreement~~ agreement, (iii) is disclosed with the prior written approval of the relevant party or ~~other obligation of secrecy to a party hereto~~ (iv) is or ~~another party until such time as such~~ becomes readily ascertainable from published information or trade sources. In the event that this Plan is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating terminated or the transactions contemplated ~~hereby (it being understood that such directors, officers, employees and representatives~~ by this Plan shall otherwise fail to be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminatedconsummated, each party ~~will deliver~~ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the ~~other all documents and other materials (including copies) obtained by such~~ party ~~or on its behalf from~~ which furnished the ~~other party~~ same. Except as ~~a result~~ otherwise specifically provided herein, the terms of ~~this~~ the Confidentiality Agreement or shall remain in ~~connection herewith, whether so obtained before or after the execution hereof~~full force effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (California Commercial Bankshares)

Access and Information. The Company, ~~on the one hand~~Parent, ~~and Parent~~ HFO and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~the Parent’s Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. The parties confirm that Parent has received financial information as identified in Section 4.5 and has had an opportunity to speak with Company’s counsel to ask questions. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available); provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement ~~and~~ and, if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally ~~required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished~~required. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Condiments, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Sub shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger And (Spatializer Audio Laboratories Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; provided, ~~provided~~ that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and that the party disclosing such information to such persons shall be responsible for any use or disclosure of such information that is not specifically authorized by this Agreement), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger And (WestMountain Alternative Energy Inc)

Access and Information. ~~The Company~~Upon reasonable notice, ~~on the one hand~~Peoples shall, and ~~Parent and Acquisition Corp.~~shall cause each Peoples Subsidiary to, ~~on the other hand, shall each~~ afford to ~~the other~~ Integra and ~~to the other’s accountants~~its representatives (including, ~~counsel~~ without limitation, directors, officers and employees of Integra and its Affiliates, and counsel, accountants and other ~~representatives full~~ professionals retained) such access during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, Tax Returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other ~~party~~ information as Integra may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that ~~(i)~~ Peoples shall not be required to provide access to any such information ~~may~~ or properties if the providing of such access (a) would interfere unnecessarily with the normal operations of Peoples and the Peoples’ Subsidiaries; (b) would be ~~disclosed~~ reasonably likely, upon the advice of counsel, to result in the loss or impairment of any privilege generally recognized under law with respect to such ~~party’s directors~~information or (c) would be precluded by any lease, ~~officers~~Contract or legally enforceable agreement in existence prior to the date hereof or by any Law, ~~employees and representatives~~ judgment, Order, decree, license or permit of ~~such party’s advisors who need~~ any Governmental Entity. All information furnished by one party to ~~know such information for~~ the ~~purpose of evaluating~~ other party in connection with this Agreement or the transactions contemplated hereby shall be kept confidential by such other party (and shall be used by it ~~being understood~~ only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such ~~directors, officers, employees and representatives shall~~ information (i) already is known to such other party when received from a source not known by the receiving party to be ~~informed by such party~~ under an obligation of ~~the confidential nature of such information)~~confidentiality, (ii) ~~any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and~~ thereafter becomes lawfully obtainable from other sources or (iii) ~~any such information may~~ is required to be disclosed ~~pursuant to a judicial~~in any non-confidential document filed with the Commission, ~~administrative~~ the FRB, the OCC, the OTS, the Department of Justice, or ~~governmental order or request; provided, further,~~ any other Governmental Entity. In the event that the ~~requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with~~ transactions contemplated by this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts shall fail to ~~obtain a protective order or other reliable assurance that confidential treatment will~~ be ~~accorded the information furnished. If this Agreement is terminated~~consummated, each party ~~will deliver~~ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the ~~other all documents and other materials (including copies) obtained by such~~ party that furnished the same or ~~on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof~~be destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Peoples Community Bancorp Inc /Md/)

Access and Information. ~~The Company, on the one hand,~~ CLOUD CHANNEL and ~~Parent and Acquisition Corp., on the other hand,~~ RTG shall each afford to the other and to the ~~other’s~~ others accountants, counsel and other representatives full access during normal business hours throughout the period prior to the ~~Effective Time~~ Closing to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which: (ai) is already in such party’s ~~possession or~~ possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Share Exchange Agreement (RTG Ventures Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (BTHC VII Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Handheld Entertainment, Inc.

Access and Information. ~~The Company~~Upon reasonable notice, ~~on the one hand,~~ each party hereto shall (and ~~Parent and Acquisition Corp., on the other hand,~~ shall ~~each~~ cause its Subsidiaries to) afford to the other party and ~~to the other’s accountants~~its representatives (including, ~~counsel~~ without limitation, directors, officers and employees of such party and its affiliates, and counsel, accountants and other ~~representatives full~~ advisors retained by such party and its affiliates) such access (including, without limitation, for the purpose of conducting supplemental due diligence reviews) during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, loan and credit files, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other information as the requesting party may reasonably request; PROVIDED, ~~provided~~ HOWEVER, that no investigation pursuant to this Section ~~6.01~~ 4.4 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. Each party ~~shall hold~~agrees that it will not, and ~~shall~~ will cause its ~~employees~~ representatives not to, use any information obtained pursuant to this Section 4.4 for any purpose unrelated to the consummation of the transactions contemplated by this Plan. Subject to the requirements of law, each party will keep confidential, and ~~agents~~ will cause its representatives to ~~hold~~keep confidential, ~~in confidence~~ all information and documents obtained pursuant to this Section 4.4 unless such information (~~other than such information that (a~~i) is was already ~~in such party’s possession or (b) becomes generally available~~ known to ~~the public other than as a result of a disclosure by~~ such party or ~~its directors~~an affiliate of such party prior to the date of the confidentiality agreement (the "Confidentiality Agreement") between the Company and Monarch in effect prior to the date hereof, ~~officers, managers, employees, agents or advisors or~~ (cii) becomes available to such party ~~on a non-confidential basis~~ or an affiliate of such party from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such party to be bound by a confidentiality ~~agreement~~ agreement, (iii) is disclosed with the prior written approval of the relevant party or ~~other obligation of secrecy to a party hereto~~ (iv) is or ~~another party until such time as such~~ becomes readily ascertainable from published information or trade sources. In the event that this Plan is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating terminated or the transactions contemplated ~~hereby (it being understood that such directors, officers, employees and representatives~~ by this Plan shall otherwise fail to be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminatedconsummated, each party ~~will deliver~~ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the ~~other all documents and other materials (including copies) obtained by such~~ party ~~or on its behalf from~~ which furnished the ~~other party~~ same. Except as ~~a result~~ otherwise specifically provided herein, the terms of ~~this~~ the Confidentiality Agreement or shall remain in ~~connection herewith, whether so obtained before or after the execution hereof~~full force effect. SECTION 4.5.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monarch Bancorp)

Access and Information. The ~~Company, on~~ Seller and the ~~one hand, and Parent and Acquisition Corp., on the other hand,~~ Purchaser shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the ~~Effective Time~~ Closing Date to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request~~, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein~~. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto ~~or another party~~ until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request~~request or applicable laws or rules of the SEC; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (MultiPlayer Online Dragon, Inc.)

Access and Information. The ~~Company, on the one hand,~~ Company and ~~Parent and Acquisition Corp., on the other hand,~~ Galaxy shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of ~~its~~ their properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Share Exchange Agreement (Secured Diversified Investment LTD)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; ~~provided~~PROVIDED, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger and Plan (Edgemont Resources Corp)

Access and Information. ~~The Company~~Upon reasonable notice, ~~on the one hand~~Prairie shall, and ~~Parent and Acquisition Corp.~~shall cause each Prairie Subsidiary to, ~~on the other hand, shall each~~ afford to ~~the other~~ Integra and ~~to the other’s accountants~~its representatives (including, ~~counsel~~ without limitation, directors, officers and employees of Integra and its affiliates, and counsel, accountants and other ~~representatives full~~ professionals retained) such access during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, Tax Returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited~~ to ~~tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other ~~party~~ information as Integra may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that ~~(i)~~ Prairie shall not be required to provide access to any such information ~~may~~ or properties if the providing of such access (a) would interfere unnecessarily with the normal operations of Prairie and Prairie’s Subsidiaries; (b) would be ~~disclosed~~ reasonably likely, upon the advice of counsel, to result in the loss or impairment of any privilege generally recognized under law with respect to such ~~party’s directors~~information or (c) would be precluded by any lease, ~~officers~~contract or legally enforceable agreement in existence prior to the date hereof or by any law, ~~employees and representatives~~ ordinance, regulation, judgment, order, decree, license or permit of ~~such party’s advisors who need~~ any Governmental Entity. All information furnished by one party to ~~know such information for~~ the ~~purpose of evaluating~~ other party in connection with this Agreement or the transactions contemplated hereby shall be kept confidential by such other party (and shall be used by it ~~being understood~~ only in connection with this Agreement and the transactions contemplated hereby) except to the extent that such ~~directors, officers, employees and representatives shall~~ information (i) already is known to such other party when received from a source not known by the receiving party to be ~~informed by such party~~ under an obligation of ~~the confidential nature of such information)~~confidentiality, (ii) ~~any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and~~ thereafter becomes lawfully obtainable from other sources or (iii) ~~any such information may~~ is required to be disclosed ~~pursuant to a judicial~~in any non-confidential document filed with the Commission, ~~administrative~~ the FRB, the OCC, the Department of Justice, the State Agency or ~~governmental order or request; provided, further,~~ any Governmental Entity. In the event that the ~~requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with~~ transactions contemplated by this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts shall fail to ~~obtain a protective order or other reliable assurance that confidential treatment will~~ be ~~accorded the information furnished. If this Agreement is terminated~~consummated, each party ~~will deliver~~ shall promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto to be returned to the ~~other all documents and other materials (including copies) obtained by such~~ party that furnished the same or ~~on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof~~be destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Integra Bank Corp)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish ~~promptly~~ prompt ly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; ~~provided~~provided , however, ~~that~~ that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this ~~provision~~provision , the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alkame Holdings, Inc.)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request~~, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein~~. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto ~~or another party~~ until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request~~request or applicable laws or rules of the Commission; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NewGen BioPharma Corp.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its ~~best~~ commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital City Energy Group, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request; PROVIDED, ~~provided~~ that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; ~~provided~~PROVIDED, ~~further~~HOWEVER, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Lighten Up Enterprises International Inc

Access and Information. ~~The Company, on the one hand~~(a) Upon reasonable notice, and ~~Parent and Acquisition Corp.~~subject to applicable laws relating to the exchange of information, ~~on the other hand,~~ Bank shall ~~each~~ afford to ~~the other~~ SBI and ~~to the other’s accountants~~its representatives (including, ~~counsel~~ without limitation, directors, officers and employees of SBI and its affiliates, and counsel, accountants and other ~~representatives full~~ professionals retained) such access during normal business hours throughout the period prior to the Effective Time to ~~all~~ the books, records (including, without limitation, tax returns and work papers of ~~its~~ independent auditors), properties, ~~books, contracts, commitments~~ personnel and ~~records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as~~ such other ~~party~~ information as SBI may reasonably ~~request~~request (other than reports or documentation which are not permitted to be disclosed under applicable law); provided, ~~provided~~ however, that no investigation pursuant to this Section ~~6.01~~ 4.4 shall affect or be deemed to modify any ~~representations~~ representation or ~~warranties~~ warranty made herein. ~~Each party shall hold~~SBI will not, and ~~shall~~ will cause its ~~employees~~ representatives not to, use any information obtained pursuant to this Section 4.4 or Section 3.1 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and ~~agents~~ in no event will SBI directly or indirectly use such information for any competitive or commercial purpose. Subject to ~~hold~~the requirements of law, ~~in confidence~~ SBI will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 4.4 and Section 3.1 unless such information (~~other than such information that~~ i) was already known to SBI or an affiliate of SBI, (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (cii) becomes available to ~~such party on a non-confidential basis~~ SBI or an affiliate of SBI from ~~a source~~ other ~~than a party hereto or its advisors, provided that such source is~~ sources not known by such ~~party~~ person to be bound by a confidentiality ~~agreement~~ agreement, (iii) is disclosed with the prior written approval of Bank (iv) is or ~~other obligation of secrecy to a party hereto~~ becomes readily ascertainable from published information or ~~another party until such time as such information is otherwise~~ trade sources or (v) was already publicly available~~; provided~~. Without in any way limiting the foregoing, ~~however~~Bank shall provide to SBI within forty-five (45) days of the end of each calendar quarter consolidated financial statements (including a balance sheet and income statement) as of the end of, and for, such period that ~~(i) any such information may be disclosed to such party’s directors, officers, employees~~ are in conformance with generally accepted accounting principles and ~~representatives of such party’s advisors who need to know such information for~~ the ~~purpose of evaluating~~ representation set forth in Section 3.1(f). In the event that this Agreement is terminated or the transactions contemplated ~~hereby (it being understood that such directors, officers, employees and representatives shall be informed~~ by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement ~~and if such protective order or other remedy is~~ shall otherwise not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be ~~accorded the information furnished. If this Agreement is terminated~~consummated, each party ~~will deliver~~ shall, if so requested, promptly cause all copies of documents or extracts thereof containing information and data as to another party hereto (or an affiliate of any party hereto) to be returned to the ~~other all documents~~ party which furnished the same. This Section 4.4 supersedes and ~~other materials~~ terminates any agreement between the parties relating to the confidentiality of information which may have been exchanged (~~including copies) obtained by such party or on its behalf from~~ the ~~other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof~~"Confidentiality Agreement").

Appears in 1 contract

Samples: Agreement and Plan of Affiliation (Susquehanna Bancshares Inc)

Access and Information. The ~~Company, on the one hand,~~ Company and Parent ~~and Acquisition Corp., on the other hand,~~ shall each afford to the other and to the other’s 's accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technology Holdings, Inc.)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger And (Fitness Xpress Software Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flex Resources Co. LTD)

Access and Information. The ~~Company, on the one hand,~~ Companies and Parent ~~and Acquisition Corp., on the other hand,~~ shall each afford to the other and to the other’s accountants, counsel and other representatives full ~~access~~ access, during normal business hours throughout the period prior to the ~~Effective Time~~ Closing, and subsequent to the Closing until all pre-Closing filing requirements are met, solely for the purposes of filing any documents required to be filed with the Commission, to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in ~~confidence~~ strict confidence, all such information (other than such information ~~that~~ which: (ai) is already in such party’s ~~possession or~~ possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its ~~advisors,~~ advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Securities Exchange Agreement (Juhl Wind, Inc)

Access and Information. The Company, on the one hand, and Parent and ~~Acquisition Corp.~~SubCo, on the other hand, shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request~~, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein~~. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s 's possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto ~~or another party~~ until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request~~request or applicable laws or rules of the Commission; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JUVA LIFE INC./Canada)

Access and Information. The ~~Company, on the one hand,~~ Company and Parent ~~and Acquisition Corp., on the other hand,~~ shall each afford to the other and to the other’s accountants, counsel and other representatives full ~~access~~ access, during normal business hours throughout the period prior to the ~~Effective Time~~ Closing, and subsequent to the Closing until all pre-Closing filing requirements are met, solely for the purposes of filing any documents required to be filed with the Commission, to all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in ~~confidence~~ strict confidence, all such information (other than such information ~~that~~ which: (ai) is already in such party’s ~~possession or~~ possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its ~~advisors,~~ advisors provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Securities Exchange Agreement (Sustainable Projects Group Inc.)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available); provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Excel Corp)

Access and Information. ~~The Company~~EPT, on the one hand, and ~~Parent~~ Pubco and ~~Acquisition Corp.~~Merger Sub, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 5.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (International Metals Streaming Corp.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing and~~ writing; (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished; and (D) any information reasonably required or necessary in the discretion of counsel to Parent or counsel to the Company to cause the Private Placement to comply with the requirements of Rule 10b-5 of the Exchange Act shall be permitted. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Common Horizons Inc)

Access and Information. ~~The Company~~From the date hereof until the earlier of the Closing and the date this Agreement is terminated in accordance with Article VIII, on the ~~one hand~~Company shall, and shall ensure that each of its Subsidiaries and its and their respective representatives permit Parent and ~~Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel~~ its advisers and other representatives ~~full access~~ to have reasonable access, during ~~normal~~ business hours ~~throughout the period prior~~ and upon reasonable advance written notice, to the ~~Effective Time to all of~~ Company’s and its ~~properties~~Subsidiaries’ personnel, ~~books, contracts, commitments~~ properties and facilities and books and records (provided that they shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company and its Subsidiaries). From the date hereof until the earlier of the Closing and the date this Agreement is terminated in accordance with Article VIII, the Company shall: (a) furnish, or cause to be furnished, to Parent financial and material operating data and other material information (including ~~but not limited~~ Tax information) with respect to ~~tax returns~~any Company Entity as Parent may from time to time reasonably request in writing and subject to any applicable Law and (b) provide to Parent (i) monthly financial statements of the Company within fifteen (15) days following each month-end following the date hereof, in form and ~~during such period, each shall furnish promptly~~ substance as historically provided to the ~~other all~~ Company Board or as otherwise reasonably requested by Parent and (ii) quarterly financial statements of the Company within thirty (30) days following each quarter end following the date hereof, in form and substance as historically provided to the Company Board or as otherwise reasonably requested by Parent. No information ~~concerning its business, properties and personnel as such other~~ provided to or obtained by any party ~~may reasonably request, provided that no investigation~~ hereto pursuant to this Section 6.01 shall limit or otherwise affect ~~any~~ the remedies available hereunder to such party, or act as a waiver or otherwise affect the representations or warranties ~~made herein~~of the disclosing party in this Agreement. ~~Each party~~ Nothing herein shall ~~hold~~limit or modify the obligations of the parties set forth in that certain Mutual Non-Disclosure Agreement, dated May 26, 2022, between Parent and the Company (the “Confidentiality Agreement”), and any information provided pursuant to this Section 6.01 shall ~~cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available~~ be subject to the ~~public other than as a result~~ terms and conditions of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly availablethe Confidentiality Agreement; provided, however, that ~~(i)~~ any of the information provided pursuant to this Section 6.01 may be included in the Registration Statement or any Other Filing to the extent required by the rules and regulations of the SEC or other Governmental Authority. Notwithstanding anything herein to the contrary, no party hereto shall be required to take any action, provide any access or furnish any information to the extent that furnishing such information ~~may be disclosed to~~ or affording such ~~party’s directors~~access would, ~~officers, employees and representatives~~ in the opinion of such party’s ~~advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby~~ outside counsel, (~~it being understood that such directors, officers, employees and representatives shall be informed by such party~~ A) cause or constitute a waiver of the ~~confidential nature of such information)~~attorney-client or other privilege, (iiB) violate any ~~disclosure of such information may be made as~~ Contract to which the Company is a party ~~hereto furnishing such information has consented in writing and~~ or bound or (~~iii~~C) ~~any such information may be disclosed pursuant to a judicial~~violate applicable Law, ~~administrative or governmental order or request; provided, further,~~ provided that the ~~requested party will promptly so notify~~ parties hereto agree to cooperate in good faith to make alternative arrangements to allow for such access or furnishing in a manner that does not result in the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials events set out in clauses (~~including copies~~A) ~~obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof~~through (C) above.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Molekule Group, Inc.)

Access and Information. ~~The~~ At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Second Effective Time, the Company, on the one hand, and ~~Parent and Acquisition Corp.~~Parent, on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request~~, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein~~. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information and shall use such information only to effect the transactions contemplated hereby and as otherwise expressly permitted herein (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a the other party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a the other party hereto ~~or another party~~ until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and bound by confidentiality and non-use obligations no less restrictive than those set forth herein), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (iii) any such information may be disclosed pursuant to ~~a judicial, administrative~~ an Order or ~~governmental order~~ Applicable Laws or ~~request~~rules of the SEC; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Pineapple Express, Inc.)

Access and Information. The ~~Company, on the one hand, and Parent and Acquisition Corp., on the other hand,~~ Company shall ~~each~~ afford to the ~~other~~ Subscribers and to ~~the other’s~~ their accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, ~~each~~ shall furnish promptly to the ~~other~~ Subscribers all information concerning its business, properties and personnel as ~~such other party~~ the Subscribers may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), ; (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing; and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request;~~ request provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Subscription and Securities Purchase Agreement (New You, Inc.)

Access and Information. ~~The Company~~At or prior to the Effective Date, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each ~~afford~~ have afforded to the ~~other~~ Company and to the ~~other~~Company’s accountants, counsel and other representatives ~~full access during normal business hours throughout the period prior to the Effective Time to~~ copies of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and ~~during such period, each~~ shall ~~furnish~~ have furnished promptly ~~to the other~~ all information concerning its business, properties and personnel as ~~such~~ the Company may have reasonably requested. At or prior to the Effective Date, the Company shall have afforded to the Parent and to the Parent’s accountants, counsel and other ~~party~~ representatives the opportunity to review its properties, books, contracts, commitments and records (including but not limited to tax returns) and shall have furnished promptly all information concerning its business, properties and personnel as the Parent may have reasonably ~~request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein~~requested. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information acquired by such party in connection with this transaction (other than such information ~~that~~ which (ai) is already in such party’s possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof).

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (XCel Brands, Inc.)

Access and Information. The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Southridge Technology Group, Inc.)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, ~~provided~~ PROVIDED that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; ~~provided~~PROVIDED, ~~however~~HOWEVER, that (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; ~~provided~~PROVIDED, ~~further~~HOWEVER, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger and Plan (Refocus Group Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (a~~) is already in such party’s possession or (b~~) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cb) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such ~~information~~information and agree to hold such information confidential pursuant to the terms hereof), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement of Merger And (Reliability Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and Acquisition ~~Corp., on the other hand,~~ Corp. shall each afford to the other and to the other’s 's accountants, counsel and other representatives ~~full~~ reasonable access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to ~~tax returns~~Tax Returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 7.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (~~a) is already in such party’s possession or (b~~i) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, ~~that~~ that: (iA) any such information may be disclosed to such party’s 's directors, officers, employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Becoming Art Inc)

Access and Information. The Company, ~~on the one hand,~~ Holdings and ~~Parent and Acquisition Corp., on the other hand,~~ RTG shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the ~~Effective Time~~ Closing to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which: (ai) is already in such party’s ~~possession or~~ possession; (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors; or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided~~, further~~, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Share Exchange Agreement (RTG Ventures Inc)

Access and Information. The Company, ~~on the one hand, and~~ Parent and ~~Acquisition Corp., on the other hand,~~ Merger Sub shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other ~~party~~ Party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 4.3 shall affect any representations or warranties made herein. Each ~~party~~ Party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (a~~) is already in such party’s possession or (b~~) becomes generally available to the public other than as a result of a disclosure by such ~~party~~ Party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (cb) becomes available to such ~~party~~ Party on a non-confidential basis from a source other than a ~~party~~ Party hereto or its advisors, ~~provided~~ provided, that such source is not known by such ~~party~~ Party to be bound by a confidentiality agreement with or other obligation of secrecy to a ~~party~~ Party hereto or another party until such time as such information is otherwise publicly available; provided, ~~however~~further, that (i1) any such information may be disclosed to such ~~party~~Party’s directors, officers, employees and representatives of such ~~party~~Party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such ~~party~~ Party of the confidential nature of such ~~information~~information and agree to be bound by the terms hereof), (ii2) any disclosure of such information may be made as to which the ~~party~~ Party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~3) any such information may be disclosed pursuant to a judicial, administrative or governmental order or ~~request; provided, further, that~~ request so long as the requested ~~party will~~ Party promptly ~~so notify~~ notifies the other ~~party~~ Party so that the other ~~party~~ Party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other ~~party~~ Party waives compliance with this provision, the requested ~~party~~ Party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its ~~best~~ commercially reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each ~~party will~~ Party shall deliver to the other all documents and other materials (including copies) obtained by such ~~party~~ Party or on its behalf from the other ~~party~~ Party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Food & Wine Consultants, Inc.)

Access and Information. ~~The Company, on the one hand,~~ NeighborhoodFind and ~~Parent and Acquisition Corp., on the other hand,~~ MonsterDaata shall each afford to the other and to the other’s 's accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to of all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section ~~6.01~~ 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information ~~that~~ which (ai) is already in such party’s 's possession or (bii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or ~~advisors~~ advisors, or (ciii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (iA) any such information may be disclosed to such party’s 's directors, officers, managers, members and employees and representatives of such party’s 's advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, managers, members, employees and representatives shall be informed by such party of the confidential nature of such information), (iiB) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in ~~writing~~ writing, and (~~iii~~C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, ~~further~~however, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information ~~that~~ which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished). If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Monsterdaata Com Inc)

Common use of Access and Information Clause in Contracts