Common use of Corporate Examinations and Investigations Clause in Contracts

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").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genzyme Corp)

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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 CompanySeller, as is reasonably necessary or 30 40 appropriate in connection with Parent's investigation of the Company Seller 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 CompanySeller's business and the Company Seller shall cooperate fully therein. No investigation by Parent shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company Seller contained in this Agreement. In order that Parent may have full opportunity to make such investigation, the Company Seller shall furnish the representatives of Parent during such period with all such information and copies of such documents concerning the affairs of the Company Seller 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").

Appears in 1 contract

Samples: Agreement (Oravax Inc /De/)

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, Company as is reasonably necessary or appropriate in connection with Parent's ’s investigation of the Company with respect to the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances so as to minimize any disruption to or impairment of the Company's ’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 The information and documents so provided shall hold all such information in accordance with be subject to the provisions terms of the Mutual Non-Disclosure Confidentiality Agreement dated February 28, 2001 between Parent and the Company (the "Confidentiality Agreement"as defined in Section 4.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ilex Oncology Inc)

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").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Antigenics Inc /De/)

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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 during business hours upon reasonable advance notice 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 The information and documents so provided shall hold all such information in accordance with be subject to the provisions terms of the Mutual Non-Disclosure Confidentiality Agreement dated February 28, 2001 between Parent and the Company (the "Confidentiality Agreement"as defined in Section 4.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genzyme Corp)

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, 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 during business hours upon reasonable advance notice 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 The information and documents so provided shall hold all such information in accordance with be subject to the provisions terms of the Mutual Non-Disclosure Confidentiality Agreement dated February 28, 2001 between Parent and the Company (the "Confidentiality Agreement"as defined in Section 4.10).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genzyme Corp)

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