Corporate Examinations and Investigations. Prior to the Closing, each party shall be entitled, through its employees and representatives, to make such investigations and examinations of the books, records and financial condition of the Acquiree and the Acquiror (and any Subsidiary) as each party may reasonably request. In order that each party may have the full opportunity to do so, the Acquiree and the Acquiror, the Acquiree Shareholder shall furnish each party and its representatives during such period with all such information concerning the affairs of the Acquiree or the Acquiror or any Subsidiary as each party or its representatives may reasonably request and cause the Acquiree or the Acquiror and their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with each party’s representatives in connection with such review and examination and to make full disclosure of all information and documents requested by each party and/or its representatives. Any such investigations and examinations shall be conducted at reasonable times and under reasonable circumstances, it being agreed that any examination of original documents will be at each party’s premises, with copies thereof to be provided to each party and/or its representatives upon request.
Corporate Examinations and Investigations. Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations, by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.
Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business and operations of the Company, and such examination of the books, records and financial condition of the Company as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers shall make available and shall cause the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.
Corporate Examinations and Investigations. Prior to the Closing Date, GMCI shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of SBS, and such examination of the books, records, tax returns, results of operations and financial condition of SBS. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Owners and their employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.
Corporate Examinations and Investigations. Prior to the Effective Time, Helix shall be entitled, through its employees and representatives, to have such access to the assets, properties, business, books, records and operations of GPC as Helix shall reasonably request in connection with Helix's investigation of GPC with respect to the transaction contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and GPC shall cooperate fully therein. No investigation by Helix shall diminish or obviate any of the representations, warranties, covenants or agreements of GPC or the Principal Stockholders contained in this Agreement. In order that Helix may have full opportunity to make such investigation, GPC shall furnish the representatives of Helix during such period with all such information and copies of such documents concerning the affairs of GPC as such representatives may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such investigation.
Corporate Examinations and Investigations. At or prior to Closing, each of BRAVO and WOIZE shall be entitled to make such investigation of the assets, properties, business and operations of the other and such examination of the books, records, Tax Returns, financial condition and operations of the other as each may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and BRAVO and WOIZE shall cooperate fully therein. In order that each of BRAVO and WOIZE may have full opportunity to make such a business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the other, BRAVO or WOIZE, as the case may be, shall furnish to the other during such period all such information and copies of such documents concerning its affairs as BRAVO or WOIZE may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully and provide all material facts affecting its financial condition and business operations. Until the Closing and if the Closing shall not occur, thereafter, BRAVO, WOIZE, and its respective affiliates shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, BRAVO, WOIZE, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the other concerning its assets, properties, business and operations, unless (a) readily ascertainable from public or published information, or trade sources, (b) received from a third party not under an obligation to BRAVO or WOIZE, as the case may be, to keep such information confidential or (c) required by any lawful governmental order or regulation. If this transaction does not close for any reason, BRAVO, WOIZE, and its respective affiliates shall return or destroy all such confidential information and compilations thereof as is practicable, and shall certify such destruction or return to BRAVO or WOIZE, as the case may be.
Corporate Examinations and Investigations. (a) The parties shall cooperate with each other party as such other party shall reasonably request in connection with the due diligence review of the other parties to this Agreement, to the extent necessary to confirm the accuracy of the representations and warranties contained herein.
Corporate Examinations and Investigations. From the date hereof to the Closing Date, the Buyer and its financing sources shall be entitled, through their respective representatives and agents, to make such investigation of the assets, properties, business and operations of the Company and its Subsidiaries and such examination of the books, records, Tax Returns, financial condition and operations of the Company and its Subsidiaries as the Buyer or its lenders may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller and the Company and its Subsidiaries shall
Corporate Examinations and Investigations. Prior to the Closing Date, Buyer shall be entitled, through its employees and representatives, to have reasonable access during normal business hours to all premises, properties, financial, tax and accounting records, contracts, other records and documents, and, subject to the Company’s prior approval, personnel, of the Company, as is reasonably necessary or appropriate in connection with Buyer’s investigation of the Company with respect to the transactions contemplated hereby. Any such examination and investigation shall be conducted during regular business hours upon not less than two (2) Business Days’ prior written notice, shall be conducted in a manner so as not to interfere with the normal business operations of the Company and shall be subject to supervision by Company personnel and restrictions arising under applicable Law. Notwithstanding anything herein to the contrary, no such examination or investigation shall be permitted to the extent that it would require the Company or any Affiliate to disclose information (a) that is subject to attorney-client privilege, (b) if such disclosure would contravene any confidentiality obligations to which the Company or any of its Affiliates is bound or (c) if such disclosure could cause significant competitive harm to the Company’s business if the transactions contemplated hereby are not consummated. Prior to the Closing, the Company shall provide a copy of the Xxxxxxx Corporation DataSite virtual data room maintained on behalf of the Company in connection with this Agreement and the transactions contemplated hereby, which shall reflect the contents of the data room as of the date of this Agreement.
Corporate Examinations and Investigations. Commencing on the date hereof through the earlier of the Closing Date or the termination of this Agreement as provided herein (the “Due Diligence Period”), Seller agrees that Purchaser shall be entitled, through its Representatives, to make reasonable investigation of the Purchased Assets (including the full file wrappers for all Seller Patent Applications and all other Acquired Proprietary Rights), and the Business, and such examination of the Books and Records and financial condition of Seller primarily related to the Business. Any such investigation and examination shall be conducted upon reasonable prior notice with Seller’s cooperation during normal business hours. During the Due Diligence Period, Seller agrees to: (a) make available to the Representatives of Purchaser all such information and copies of such documents and records concerning the affairs of Seller primarily related to the Business as such Representatives may reasonably request; (b) permit reasonable access by the Representatives of Purchaser to the Purchased Assets and all parts thereof and to Seller’s Representatives and its Business Employees, customers and suppliers; and (c) use commercially reasonable efforts to cause its Representatives to reasonably cooperate in connection with such review and examination. No investigation by Purchaser shall diminish or obviate or otherwise affect any of the representations, warranties, covenants or agreements of Seller contained in this Agreement. Purchaser shall have a right to designate certain of its Representatives as a transition team which may work from the applicable Seller’s premises as reasonably agreed to by Seller in order to facilitate the orderly transfer of the Purchased Assets to Purchaser in accordance with the terms of this Agreement. Such transition team shall be given reasonable access to Seller’s management and other Business Employees during normal business hours, including through attendance by such management and Business Employees at meetings with the transition team.