Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 25 contracts

Samples: Exchange Agreement (Gold Standard Mining Co), Share Exchange Agreement (Marine Drive Mobile Corp.), Share Exchange Agreement (Liberto, Inc.)

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Access to Information; Confidentiality. (a) The Company Each party hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco any other party and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company parties shall, and shall cause each of its officers, employees and representatives to, furnish promptly to Pubco any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco each party set forth herein and compliance by Pubco each party of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco each party shall provide the Company each other party and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company each party to confirm the accuracy of the representations and warranties of Pubco each other party set forth herein and compliance by Pubco each party of its their obligations hereunder, and, during such period, Pubco shallcause its, and shall cause its officers, employees and representatives to, furnish promptly to the Company each party upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco party will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information concerning another party in strict confidence.

Appears in 10 contracts

Samples: Acquisition Agreement and Plan of Merger, Acquisition Agreement and Plan of Merger, Acquisition Agreement and Plan of Merger (Tca Global Credit Master Fund Lp.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company set forth herein and compliance by Pubco the Company of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent and Sub of its their obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Company, Sub, and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 10 contracts

Samples: Acquisition Agreement and Plan of Merger (Monster Offers), Acquisition Agreement and Plan of Merger (AirtimeDSL), Acquisition Agreement and Plan of Merger (Clinical Trials Assistance Corp)

Access to Information; Confidentiality. (a) The Company OTM shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco NAS and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s OTM 's properties, books, contracts, commitments, personnel and records and, during such period, the Company OTM shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco NAS all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco NAS set forth herein and compliance by Pubco NAS of its obligations hereunder, during the period prior to the Effective Time, Pubco NAS shall provide the Company OTM and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company OTM to confirm the accuracy of the representations and warranties of Pubco NAS set forth herein and compliance by Pubco NAS of its obligations hereunder, and, during such period, Pubco NAS shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company OTM upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company OTM and Pubco NAS will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 5 contracts

Samples: Share Exchange Agreement (NAS Acquisition Inc), Share Exchange Agreement (NAS Acquisition Inc), Amended And (NAS Acquisition Inc)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 5 contracts

Samples: Stock Exchange Agreement, Stock Exchange Agreement, Stock Exchange Agreement (Integrated Inpatient Solutions, Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel Personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel Personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel Personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel Personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 5 contracts

Samples: Exchange Agreement (Traqer Corp), Exchange Agreement (Stuart King Capital Corp), Exchange Agreement (Freebutton, Inc.)

Access to Information; Confidentiality. (a) The Company LLC shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time Date of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company LLC shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the LLC set forth herein and compliance by Pubco the LLC of its obligations hereunder, during the period prior to the Effective TimeDate of the Merger, Pubco Parent shall provide the Company LLC and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company LLC to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent of its their obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company LLC upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 3 contracts

Samples: Acquisition Agreement and Plan of Merger (ID Perfumes, Inc.), Acquisition Agreement and Plan of Merger (Adrenalina), Acquisition Agreement and Plan of Merger (Basic Services, Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco SHE and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco SHE all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco SHE set forth herein and compliance by Pubco SHE of its obligations hereunder, during the period prior to the Effective Time, Pubco SHE shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco SHE set forth herein and compliance by Pubco SHE of its obligations hereunder, and, during such period, Pubco SHE shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco SHE will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 3 contracts

Samples: Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.), Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.), Acquisition and Stock Exchange Agreement (She Beverage Company, Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Recursos Montana S.A.), Asset Purchase Agreement (XcelMobility Inc.), Asset Purchase Agreement (Indo Global Exchange(s) Pte, Ltd.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s 's properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Share Exchange Agreement (Vacation Home Swap, Inc.), Share Exchange Agreement (SeaOspa Inc)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company set forth herein and compliance by Pubco the Company of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent and Sub of its their obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GPN Network Inc), 25 Agreement and Plan of Merger (Alpha Virtual Inc/Ca/)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing to its and to the CompanyCompany Sub’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its and Company Sub’s officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Parent set forth herein and compliance by Pubco the Parent of its obligations hereunder, during the period prior to the Effective TimeClosing, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent of its obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aspen Racing Stables. Inc.), Stock Purchase Agreement (Aspen Racing Stables. Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Bassline Productions and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Bassline Productions all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco Bassline Productions set forth herein and compliance by Pubco Bassline Productions of its obligations hereunder, during the period prior to the Effective Time, Pubco Bassline Productions shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Bassline Productions set forth herein and compliance by Pubco Bassline Productions of its obligations hereunder, and, during such period, Pubco Bassline Productions shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Bassline Productions will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Exchange Agreement (Bassline Productions, Inc), Exchange Agreement (Bassline Productions, Inc)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Chuma and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Chuma all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco Chuma set forth herein and compliance by Pubco Chuma of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco Chuma shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Chuma set forth herein and compliance by Pubco Chuma of its obligations hereunder, and, during such period, Pubco Chuma shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Chuma will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Share Exchange Agreement (Chuma Holdings, Inc.), Share Exchange Agreement (Chuma Holdings, Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Convenientcast and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Convenientcast all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco Convenientcast set forth herein and compliance by Pubco Convenientcast of its obligations hereunder, during the period prior to the Effective Time, Pubco Convenientcast shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Convenientcast set forth herein and compliance by Pubco Convenientcast of its obligations hereunder, and, during such period, Pubco Convenientcast shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Convenientcast will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Exchange Agreement (Convenientcast Inc.), Exchange Agreement (Convenientcast Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing to its and to the Company’s Company Subs's properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its and Company Subs's officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Parent set forth herein and compliance by Pubco the Parent of its obligations hereunder, during the period prior to the Effective TimeClosing, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent of its obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Rub a Dub Soap Inc), Stock Purchase Agreement (Navstar Media Holdings, Inc.)

Access to Information; Confidentiality. (a) 4.2.1 The Company Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco any other party and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date of the Agreement to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company parties shall, and shall cause each of its officers, employees and representatives to, furnish promptly to Pubco any other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco each Party set forth herein and compliance by Pubco each Party of its obligations hereunder, during the period prior to the Effective TimeClosing Date of the Exchange, Pubco each party shall provide the Company each other party and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company each party to confirm the accuracy of the representations and warranties of Pubco each other party set forth herein and compliance by Pubco each party of its their obligations hereunder, and, during such period, Pubco shallcause its, and shall cause its officers, employees and representatives to, furnish promptly to the Company each party upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Medigus Ltd.), Securities Exchange Agreement (Fuel Doctor Holdings, Inc.)

Access to Information; Confidentiality. (a) a. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s 's properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Guar Global Ltd.)

Access to Information; Confidentiality. (a) The Company WCW shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco PETRUS and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s WCW's properties, books, contracts, commitments, personnel and records and, during such period, the Company WCW shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco PETRUS all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco PETRUS set forth herein and compliance by Pubco PETRUS of its obligations hereunder, during the period prior to the Effective Time, Pubco PETRUS shall provide the Company WCW and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company WCW to confirm the accuracy of the representations and warranties of Pubco PETRUS set forth herein and compliance by Pubco PETRUS of its obligations hereunder, and, during such period, Pubco PETRUS shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company WCW upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company WCW and Pubco PETRUS will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Share Exchange Agreement and Plan of Reorganization (Petrus Resources Corp)

Access to Information; Confidentiality. (a) The Company Vendor shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company Vendor shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco and Vendor set forth herein and compliance by Pubco and Vendor of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco shall provide the Company Vendor and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company Vendor to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company Vendor upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Assignment and Assumption Agreement

Access to Information; Confidentiality. (a) 5.2.1 The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company set forth herein and compliance by Pubco the Company of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent and Sub of its their obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Company, Sub, and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kiwa Bio-Tech Products Group Corp)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its respective officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco shall provide the Company and its their representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the parties herein or the conditions to the obligations of the parties xxxxxx.

Appears in 1 contract

Samples: Stock Purchase Agreement (XcelMobility Inc.)

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Access to Information; Confidentiality. (a) The Company shall, and shall cause its Subsidiaries, officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Buyer, MergerCo and its their representatives reasonable access during normal business hours during hours, in a manner initially coordinated with the period prior to the Effective Time to its and to the chief executive officer of Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For thereafter coordinated with those persons designated in writing by the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunderchief executive officer, during the period prior to the earlier of the Effective TimeTime of the Merger and the Termination Date, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary (including, without limitation, to enable the Company to confirm extent available, the accuracy work papers of the representations Company's and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, Subsidiaries independent public accountants) and, during such period, Pubco Company shall, and shall cause its Subsidiaries, officers, employees employees, counsel, financial advisors and other representatives to, furnish promptly to the Company upon its request Buyer and MergerCo (i) a copy of each report, schedule, registration statement and other document filed by it such Person during such period pursuant to the requirements of federal Federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party Buyer and MergerCo may from time to time reasonably request. Except as required by lawNotwithstanding the foregoing, each nothing herein shall require Company or any of its Subsidiaries to disclose any information that would cause a violation of any contractual confidentiality obligation existing on the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.date

Appears in 1 contract

Samples: Agreement and Plan of Merger (Authentic Specialty Foods Inc)

Access to Information; Confidentiality. (a) The Each Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco AA and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s 's properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco AA all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco AA set forth herein and compliance by Pubco AA of its obligations hereunder, during the period prior to the Effective Time, Pubco AA shall provide the Company Companies and its their representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco AA set forth herein and compliance by Pubco AA of its obligations hereunder, and, during such period, Pubco AA shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company Companies upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Companies and Pubco AA will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto.

Appears in 1 contract

Samples: Share Exchange Agreement (Atlantic Acquisition Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco TEI and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco TEI all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco TEI set forth herein and compliance by Pubco TEI of its obligations hereunder, during the period prior to the Effective Time, Pubco TEI shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco TEI set forth herein and compliance by Pubco TEI of its obligations hereunder, and, during such period, Pubco TEI shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco TEI will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Exchange Agreement (Tribus Enterprises, Inc.)

Access to Information; Confidentiality. (a) The Company Vendor shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Purchaser and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company Vendor shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Purchaser all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco Purchaser set forth herein and compliance by Pubco Purchaser of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco Purchaser shall provide the Company Vendor and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company Vendor to confirm the accuracy of the representations and warranties of Pubco Purchaser set forth herein and compliance by Pubco Purchaser of its obligations hereunder, and, during such period, Pubco Purchaser shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company Vendor upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Vendor and Pubco Purchaser will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Asset Purchase Agreement

Access to Information; Confidentiality. (a) The Company MEDIX shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco MDXL and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the CompanyMEDIX ’s properties, books, contracts, commitments, personnel and records and, during such period, the Company MEDIX shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco MDXL all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco MDXL set forth herein and compliance by Pubco MDXL of its obligations hereunder, during the period prior to the Effective Time, Pubco MDXL shall provide the Company MEDIX and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company MEDIX to confirm the accuracy of the representations and warranties of Pubco MDXL set forth herein and compliance by Pubco MDXL of its obligations hereunder, and, during such period, Pubco MDXL shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company MEDIX upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company MEDIX and Pubco MDXL will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Share Exchange Agreement and Plan of Reorganization (MediXall Group, Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco CELE and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco CELE all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco CELE set forth herein and compliance by Pubco CELE of its obligations hereunder, during the period prior to the Effective Time, Pubco CELE shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco CELE set forth herein and compliance by Pubco CELE of its obligations hereunder, and, during such period, Pubco CELE shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco CELE will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Exchange Agreement (Celexus, Inc)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company set forth herein and compliance by Pubco the Company of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Company, and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

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

Access to Information; Confidentiality. (a) a. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s 's properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Share Exchange Agreement (Stevia Corp)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing to its and to the Company’s Company Sub's properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its and Company Sub's officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Parent set forth herein and compliance by Pubco the Parent of its obligations hereunder, during the period prior to the Effective TimeClosing, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent of its obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aspen Racing Stables. Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company set forth herein and compliance by Pubco the Company of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent and Sub of its their obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Company, Sub, and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.. 18

Appears in 1 contract

Samples: Acquisition Agreement and Plan of Merger (Absolute Glass Protection Inc)

Access to Information; Confidentiality. (a) The Company and FAI, respectively, shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco the other party and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, each of the Company and FAI shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco the other party all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company and FAI set forth herein and compliance by Pubco the Company and FAI of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco FAI shall provide the Company and its representatives representatives, and the Company shall provide FAI and its representatives, with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company such party to confirm the accuracy of the representations and warranties of Pubco the other party set forth herein and compliance by Pubco of the Company and FAI with its obligations hereunder, and, during such period, Pubco FAI shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and or other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party the Company may from time to time reasonably request. Except as required by law, each of the Company and Pubco FAI will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Exhibit 10 Agreement and Plan of Merger (Filtering Associates Inc)

Access to Information; Confidentiality. (a) The Company Health Max shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco WRAP and its representatives reasonable access during normal business hours during the period prior to the Effective Time Closing Date to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company Health Max shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco WRAP all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco WRAP set forth herein and compliance by Pubco WRAP of its obligations hereunder, during the period prior to the Effective TimeClosing Date, Pubco WRAP shall provide the Company Health Max and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company Health Max to confirm the accuracy of the representations and warranties of Pubco WRAP set forth herein and compliance by Pubco WRAP of its obligations hereunder, and, during such period, Pubco WRAP shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company Health Max upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Health Max and Pubco WRAP will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wrapmail, Inc.)

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to Pubco Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Merger to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to Pubco Parent all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco the Company set forth herein and compliance by Pubco the Company of its obligations hereunder, during the period prior to the Effective TimeTime of the Merger, Pubco Parent shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Pubco Parent set forth herein and compliance by Pubco Parent and Merger Sub of its their obligations hereunder, and, during such period, Pubco Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company Company, Merger Sub, and Pubco Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Process Equipment Inc)

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