Corporate Examinations and Investigations Sample Clauses

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.
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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, 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, each party shall be entitled, through its employees and representatives, to make such investigations and examinations of the books, records and financial condition of R2 and Pubco as each party may request. In order that each party may have the full opportunity to do so, the Shareholder shall furnish each party and its representatives during such period with all such information concerning the affairs of R2 or Pubco as each party or its representatives may reasonably request and cause R2 or Pubco 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 Buyer shall be entitled, through its employees and representatives, to make such investigations of the Purchased Assets and the Assumed Liabilities and such examination of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. If this Agreement terminates, the Buyer and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner any information obtained during the course of such investigation or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the Assets, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential. Promptly after the Closing or the termination of this Agreement, the Buyer and its affiliates shall return to the Seller all copies of documents, if any, obtained during the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential.
Corporate Examinations and Investigations. Prior to ----------------------------------------- the Closing Date, the Stockholders agree that Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "Representatives"), to make such --------------- investigation of the Assets, the Business and operations of Delta, and such examination of the books, records and financial condition of Delta, as Purchaser reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and shall cause Delta to, cooperate fully therein. In that connection, the Stockholders shall make available and shall cause Delta to make available to the Representatives of Purchaser during such period, without however causing any unreasonable interruption in the operations of the Business, all such information and copies of such documents and records concerning the affairs of Delta as such Representatives may reasonably request, shall permit the Representatives of Purchaser access to the Assets of Delta and all parts thereof and to its employees, customers, suppliers and others, and shall cause Delta's Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders contained in this Agreement.
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 Top Favour and Ableauctions as each party may request. In order that each party may have the full opportunity to do so, Top Favour and Ableauctions, the Top Favour Shareholders and the Ableauctions Shareholders shall furnish each party and its representatives during such period with all such information concerning the affairs of Top Favour or Ableauctions as each party or its representatives may reasonably request and cause Top Favour or Ableauctions 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.
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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 each Target Entity and its Subsidiaries and DE as each party may request. In order that each party may have the full opportunity to do so, each Target Entity and DE shall furnish each party and its representatives during such period with all such information concerning the affairs of each Target Entity and its Subsidiaries or DE as each party or its representatives may reasonably request and cause each Target Entity or DE 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 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 or its representatives upon request.
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. Prior to the Effective Time, Parent shall be entitled, through its employees and representatives, to have such access to the assets, properties, business and operations of the Company, as is reasonably necessary or appropriate in connection with Parent's investigation of the Company with respect to the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances so as to minimize any disruption to or impairment of the Company's business and the Company shall cooperate fully therein. No investigation by Parent shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. In order that Parent may have full opportunity to make such investigation, the Company shall furnish the representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company 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. Parent shall hold all such information in accordance with the provisions of the Mutual Non-Disclosure Agreement dated February 28, 2001 between Parent and the Company (the "Confidentiality Agreement").
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