Access to Information Contract Clauses (159)

Access to Information. Upon acceptance of this LOI and until the earlier of completion of the Acquisition or February 28, 2014 September 15,2016 or such other date as agreed to between the parties each of Enertopia and WTI GWT will allow the other and their authorized representatives, including legal counsel and consultants, full, free and unfettered access to all information, books or records of such party including, but not limited to, all existing data regarding information pertaining to the Business in the... possession of WTI, for the purpose closing of the transactions contemplated herein. Definitive Agreement. Each of Enertopia and WTI GWT agree that all information and documents so obtained will be kept confidential and the contents thereof will not be disclosed to any person without the prior written consent of the other, all as further set out in Section 8 hereof, provided however, that WTI GWT acknowledges that Enertopia has certain disclosure obligations pursuant to securities regulatory requirements and the policies of the Canadian Securities Exchange. CSE. View More

Access to Information. (a) For so long as the Investors meet the Minimum Ownership Threshold no Resignation Event has occurred and subject to the provisions of Section 7, if there is not at such time an Appointed Director Investor Approved Board Member or any other member of the Board affiliated with the Investors serving on the Board: (i) the Company shall, and shall cause its Subsidiaries and Representatives to, deliver to the Investor Representative (who shall have the right to share such information provided by... the Company, its Subsidiaries or its Representatives with the Investor Group) promptly upon reasonable advance notice, all books, records and information, including financial information, and documents concerning or regarding its businesses, properties and assets and personnel of the Company and its Subsidiaries as may reasonably be requested by or on behalf of the Investors or their Affiliates. 9 (ii) the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford the Investors, their Affiliates and their respective Representatives reasonable access, during normal business hours, to the Company, its employees, agents, properties, offices and other facilities, contracts, books and records. The Company shall, and shall cause its Subsidiaries and Representatives to, cooperate with the Investors, their Affiliates and their Representatives in connection with such investigation and examination, and the Investors, their Affiliates and their Representatives shall cooperate with the respective Representatives of the Company and shall use their reasonable best efforts to minimize any disruption to the business. (b) For so long as the Investors meet the Minimum Ownership Threshold no Resignation Event has occurred and subject to the provisions of Section 7, the Appointed Director any Investor Approved Board Member or any Observer may, from time to time, share Confidential Information he or she receives with the Investor Group. View More

Access to Information. Such Investor Lender has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities. Investor Lender acknowledges receipt of copies of the Public Reports. Neither such inquiries nor any other due diligence investigation conducted by such Investor Lender shall modify, limit or otherwise affect such Investor's Lender's right to rely on the Company's representations and warranties contained in this Agreement. View More

Access to Information. (a) PHI. After the Date of Inventory, Buyer shall use commercially reasonable efforts to make the Protected Health Information (as defined hereinafter) that is part of Seller's Rx Data available for access to patients and disclosure to other authorized third (3rd) parties in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act, Title XIII of Division A and Title IV of... Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5) (the "HITECH Act") and the federal regulations ("HIPAA Rules") published at 45 CFR parts 160 and 164 and any applicable state privacy and security laws regarding individually identifiable health information and other applicable laws. For the purposes of this Agreement, Protected Health Information shall have the same meaning as such term is defined in 45 CFR 160.103. Seller acknowledges and agrees that notwithstanding the foregoing, Buyer shall not assume any legal obligations or liabilities of Seller under the HIPAA Rules relating to any uses and disclosures of Protected Health Information made prior to the Date of Inventory. All inquiries, including those relating to patient rights or the Seller's obligations under the HIPAA Rules relating to any uses and disclosures of Protected Health Information made prior to the Date of Inventory shall be forwarded to Seller or its designated agent for handling. For a period of six (6) years after the Date of Inventory, Seller shall maintain a designated point of contact and provide written notice to Buyer of the postal address of such designated point of contact (including updated written notice within five (5) business days should such address or such designated point of contact change). 9 (b) RX Data. Seller shall retain copies of Seller's Rx Data transferred to Buyer pursuant to this Agreement to the extent required by, and in accordance with, applicable law and/or any applicable third-party payor rules (government or private) relating to maintenance of medical records. law. Following Closing, Seller and Buyer each shall preserve in accordance with the applicable record keeping requirements and regulations of Medicare, Medicaid, the FDA, the DEA and state pharmacy boards in jurisdictions that Seller and Buyer conduct business all records possessed by such party relating to the business at the Store prior to the Closing Date. To the extent permitted in accordance with the HIPAA Rules and other applicable laws, Buyer hereby agrees to make available to Seller, in a form reasonably determined by the Buyer, copies of Seller's Rx Data transferred to Buyer pursuant to this Agreement if, after the Closing and for a legitimate business reason, Seller requires copies of such Seller's Rx Data. To the extent Seller retains or is given access to Seller's Rx Data, Seller agrees to hold all such documentation and information in confidence and to take commercially reasonable measures to prevent any unauthorized disclosures thereof. Seller further agrees that it will not use Seller's Rx Data for any purpose after Closing except as required by law, in connection with pending litigation, or the resolution of third-party claims. Without limiting the foregoing, neither Seller nor any of its affiliates will solicit, whether by mail, internet or any other means, any of the patients whose records are being transferred to Buyer pursuant to this Agreement. In the event that Seller is requested or required by law, subpoena, court order, or other similar legal process to disclose all or any portion of Seller's Rx Data transferred to Buyer pursuant to this Agreement, Seller may make such disclosure, provided it will provide Buyer with prompt written notice thereof. The terms and provisions of this Section 8 shall survive the Closing. 9 9.BUYER'S INDEMNIFICATION OBLIGATION. Buyer shall indemnify and defend Seller, and hold Seller harmless, from and against any and all losses, costs, expenses, claims, damages, liabilities, actions, proceedings, investigations, injunctions, judgments, orders, rulings, fines (and interest and penalties, if any) (collectively, "Losses"), including, without limitation, court costs and reasonable attorney's fees, arising out of or resulting from (a) any breach of any representation or warranty of Buyer contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument delivered in connection herewith, (b) any breach or nonfulfillment by Buyer of any covenant or obligation contained in this Agreement or in any other agreement or instrument delivered in connection herewith, or (c) Buyer's possession or use of the Assets after the Date of Inventory. The terms and provisions of this Section 9 shall survive the Closing. View More