Example ContractsClausesAccess to Information; Confidentiality
Access to Information; Confidentiality
Access to Information; Confidentiality contract clause examples

The Parties hereto shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to any other party and its representatives reasonable access during normal business hours during the period prior to the Closing Date of the Agreement to its properties, books, contracts, commitments, personnel and records and, during such period, the parties shall, and shall cause each of its officers, employees and representatives to, furnish promptly to 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 each Party set forth herein and compliance by each Party of its obligations hereunder, during the period prior to the Closing Date of the Exchange, each party shall provide 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 each party to confirm the accuracy of the representations and warranties of each other party set forth herein and compliance by each party of their obligations hereunder, and, during such period, cause its, officers, employees and representatives to, furnish promptly to each party upon its request # 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 # all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request.

NOVA shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to UBI and its representatives reasonable access during normal business hours during the period prior to the Effective Time of the Acquisition to its properties, books, contracts, commitments, personnel and records and, during such period, NOVA shall, and shall cause its officers, employees and representatives to, furnish promptly to UBI 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 NOVA set forth herein and compliance by NOVA of its obligations hereunder, during the period prior to the Effective Time of the Acquisition, UBI shall provide NOVA 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 NOVA to confirm the accuracy of the representations and warranties of UBI set forth herein and compliance by UBI of their obligations hereunder, and, during such period, UBI shall, and shall cause its officers, employees and representatives to, furnish promptly to NOVA upon its request # 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 # 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 NOVA, and UBI 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.

Subject to Section 5.2(b) and applicable Laws, upon reasonable Notice, Crestwood shall (and shall cause Newco, Newco Service Company and the Contributed Entities to) afford to CEGPS and its Affiliates and its and their officers, employees, counsel, accountants and other authorized representatives and advisors reasonable access, during normal business hours from the Execution Date until the Applicable Closing Date, to the properties, books, Contracts and records of Newco Service Company, the Initial Contributed Entities or Crestwood Pipeline East, as applicable; provided, further, that CEGPS and its Affiliates shall not prior to the Initial Closing # initiate contact with clients, customers, or suppliers of the Contributed Entities for the purpose of discussing the transactions contemplated hereby without the prior written consent of Crestwood (which consent shall not be unreasonably withheld, conditioned, or delayed) or # perform invasive or subsurface investigations of the real property owned or occupied by the Contributed Entities. Crestwood shall have a right to have a representative present at all times of any inspections, interviews and examinations conducted at or in the offices or other facilities or properties of the Contributed Entities. To the fullest extent permitted by Law, neither Crestwood nor any of its Affiliates shall be responsible or liable to CEGPS or any of its Affiliates for injuries sustained by its or their officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2(a), and Crestwood and its Affiliates shall be indemnified and held harmless by CEGPS for any losses suffered by CEGPS, its Affiliates, or its or their officers, employees, counsel, accountants or representatives in connection with any such injuries, including personal injury, death or physical property damage. THIS INDEMNIFICATION IS EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING ANY NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY ON THE PART OF CRESTWOOD OR ITS AFFILIATES (INCLUDING THE CONTRIBUTED ENTITIES), EXCEPTING ONLY INJURIES ACTUALLY RESULTING ON THE ACCOUNT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF CRESTWOOD OR ITS AFFILIATES (INCLUDING THE CONTRIBUTED ENTITIES).

Access to Information. The Purchaser acknowledges that it has had the opportunity to review this Agreement (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, # the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; # access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and # the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

Access to Information. It acknowledges that it and its advisors have been # given the opportunity to review the information, documents and materials contained in the virtual data room prepared for purposes of the Offering, # furnished with all materials relating to the business, finances and operations of the Company that have been requested by it or its advisors, and have been # given the opportunity to ask questions of, and to receive answers from, persons acting on behalf of the Company concerning terms and conditions of the transactions contemplated by this Agreement, in order to make an informed and voluntary decision to enter into this Agreement.

Subject to the terms of the Confidentiality Agreement and any other confidentiality obligations and similar restrictions that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Company’s or its Subsidiaries’ possession from time to time, and except for any information which # in the opinion of legal counsel of the Company would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any applicable law, or # relates to interactions with prospective buyers of the Company or the negotiation of this Agreement and the Transactions, the Company will afford BRPA and its Representatives (subject to the execution of customary access letters) reasonable access during normal business hours, upon reasonable notice, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries, to the properties, books, records and management personnel of the Company during the Interim Period to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Company, as BRPA may reasonably request; provided, that such access shall not include any invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or its Subsidiaries without the prior written consent of the Company. The Parties shall use reasonable best efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. No information or knowledge obtained by BRPA in any investigation pursuant to this Section 4.3(b)(i) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Merger.

Access to Information. Grantee has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Grantee reasonably considers important in making the decision to acquire the Shares, and Grantee has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

The Shareholders believe they have been given access to full and complete information regarding the Buyer, including, in particular, the current financial condition and lack of tangible assets of the Buyer and the risks associated therewith, and has utilized such access to their satisfaction for the purpose of obtaining information about the Buyer; particularly, the Shareholders have either attended or been given reasonable opportunity to attend a meeting with the senior executives of the Buyer, for the purpose of asking questions of, and receiving answers from, such persons concerning the terms and conditions of the issuance of the Common Stock and to obtain any additional information, to the extent reasonably available, necessary to verify the accuracy of information provided to the Shareholders about the Buyer. No such investigation, however, shall qualify in any respect the representations and warranties of the Buyer in this Agreement.

Access to Information. The Holder has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transactions contemplated hereby and with respect to the business, affairs, financial condition and results of operations of the Company. The Holder has had access to such financial and other information as is necessary in order for the Holder to make a fully informed decision as to investment in the Company, and has had the opportunity to obtain any additional information necessary to verify any of such information to which the Holder has had access.

[[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall hold all non-public information obtained by [[Organization B:Organization]], such [[Organization C:Organization]] or such Transferee pursuant to the requirements of this Agreement in accordance with [[Organization B:Organization]]'s, such [[Organization C:Organization]]'s and such Transferee's customary procedures for handling confidential information of this nature; provided, however, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee may disclose such confidential information # to its examiners, Affiliates, outside auditors, counsel and other professional advisors, # to [[Organization B:Organization]], any [[Organization C:Organization]] or to any prospective Transferees provided that such Transferees are bound by the provisions of this [Section 16.15], and # as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that # unless specifically prohibited by Applicable Law, [[Organization B:Organization]], each [[Organization C:Organization]] and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Loan Party of the applicable request for disclosure of such non-public information # by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a [[Organization C:Organization]] or a Transferee by such Governmental Body) or # pursuant to legal process and # in no event shall [[Organization B:Organization]], any [[Organization C:Organization]] or any Transferee be obligated to return any materials furnished by any Loan Party other than those documents and instruments in possession of [[Organization B:Organization]] or any [[Organization C:Organization]] in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Loan Party acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Loan Party or one or more of its Affiliates (in connection with this Agreement or otherwise) by any [[Organization C:Organization]] or by one or more Subsidiaries or Affiliates of such [[Organization C:Organization]] and each Loan Party hereby authorizes each [[Organization C:Organization]] to share any information delivered to such [[Organization C:Organization]] by such Loan Party and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such [[Organization C:Organization]] to enter into this Agreement, to any such Subsidiary or Affiliate of such [[Organization C:Organization]], it being understood that any such Subsidiary or Affiliate of any [[Organization C:Organization]] receiving such information shall be bound by the provisions of this [Section 16.15] as if it were a [[Organization C:Organization]] hereunder.

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