Common use of Corporate Examinations and Investigations Clause in Contracts

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, the Buyer Stockholders agree that Metromedia shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxxany counsel, L.L.P.tax advisors and accountants, KPMG Peat Marwick, LLP, to conduct its due diligence investigation (the "Due Diligence Investigation") and Xxxxxx Xxxxxxxx LLP to make such investigation of the assetsProperties, properties, business businesses and operations of the CompanyCompany and the Subsidiaries, and such examination of the books, records and financial condition of the Company and the Subsidiaries, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Stockholders shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Metromedia shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Stockholders contained in this AgreementAgreement except as otherwise specifically set forth herein. In order that the Buyer Metromedia 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 CompanyCompany and the Subsidiaries, the Sellers Stockholders shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer Metromedia during such period all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer Metromedia access to the properties Properties of the Company and the Subsidiaries and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors (i) Metromedia shall keep confidential and shall not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetstheir Properties, business businesses 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)sources, or already known or subsequently developed by the Buyer Metromedia independently of any investigation of the Company. If this Agreement terminatesCompany or the Subsidiaries or through sources which, to the Knowledge of Metromedia are not subject to an obligation of confidentiality otherwise required by law to be disclosed provided, however, that if required by law to be disclosed, Metromedia shall give the Company and the Stockholders written notice of such disclosure and a reasonable opportunity to obtain a protective order, and (ii) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller agrees that the Buyer shall be entitled, through its employees, representatives their employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss Xxxx, Weiss, Rifkind, Xxxxxxx & XxxxxXxxxxxxx, L.L.P.Xxxxxx & Xxxxxx, and KPMG Peat MarwickMarwick (collectively, LLPthe "Representatives"), and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the CompanySeller and the Subsidiaries, and such examination of the books, records and financial condition of the Company Seller and the Subsidiaries, as it wishesthey wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company Seller shall, and shall cause the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in 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 they may wish of the business and affairs of the CompanySeller and the Subsidiaries, the Sellers Seller shall make available and shall cause the Company Subsidiaries to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company Seller and the Subsidiaries as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives reasonable access to the properties of the Company Seller and the Subsidiaries and all parts thereof including access for the purpose of conducting sampling of the air, soil, surface water and groundwater and shall cause the their officers, employeesEmployees, consultantsconsul tants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. The Seller shall make reasonably available and shall cause the Subsidiaries to make reasonably available to the Representatives during such period all reports, assessments, audits, reviews, plans, analyses and other documents or correspondence in the possession or control of the Seller or any of the Subsidiaries relating to the condition of the Environment, the effect of the operations of the Seller or any of the Subsidiaries on the Environment or the compliance of the Seller or any of the Subsidiaries with Safety and Environmental Laws. If this Agreement terminates, (a) 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 Seller or the Subsidiaries concerning its assetstheir properties, business businesses and operations, unless (i) use or disclosure of such information or documents shall, based on the advice of its legal counsel, be required by applicable Law or Order of any Governmental Body, (ii) use or disclosure of such information or documents is reasonably required, based on the advice of its legal counsel, in connection with any Claim against or involving the Buyer or (iii) such information or documents are readily ascertainable from public or published information, information or trade sources (in each such case unless other than information known generally to the public as a result of a violation of this Section 5.4), 5.2) or are already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, Seller or the Subsidiaries; and (b) any documents obtained from the Company, Seller or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller and Stockholder agree that Buyer shall be entitled, through its directors, officers, employees, representatives attorneys, accountants, representatives, consultants and contractorsother agents (collectively, including"Representatives"), 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 businesses and operations of the CompanySeller and Stockholder, and such examination of the books, records and financial condition of the Company Seller and Stockholder, as it wishesBuyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company Stockholder shall, and the Sellers shall cause Seller to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller or the Sellers under Stockholder contained in 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 reasonably deem necessary of the business and affairs of the CompanySeller, the Sellers Seller shall make available and the Stockholder shall cause the Company Seller to make available to the representatives Representatives of the Buyer during such period period, without however causing any unreasonable interruption in the operations of Seller, all such information and copies of such documents and records concerning the affairs of the Company Seller as such representatives Representatives may reasonably request, shall permit the contractors and representatives Representatives of the Buyer access to the properties of the Company Seller and all parts thereof and to their respective customers, suppliers, contractors and others, and shall cause Seller and the officers, employees, consultants, agents, accountants and attorneys of the Company Seller's Representatives to cooperate in all reasonable respects with such contractors and representatives fully 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, Sellers and the Buyer Company agree that Parent and Purchaser shall be entitled, through its their directors, officers, Affiliates, employees, representatives attorneys, accountants, representatives, lenders, consultants and contractorsother agents (collectively, includingthe "Agents") who are identified in Section 5.2 (the "Due Diligence Agents") of the Company Letter, without limitationwhich may be amended from time to time with the approval of the Company, Xxxxx Xxxxx Mulliss & Xxxxxwhich approval shall not be unreasonably withheld, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business Business and the Assets and operations of the CompanyCompany and the Subsidiary, and such examination of the books, records and financial condition of the Company and the Subsidiary, as it wishesParent and Purchaser shall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and Sellers and the Company shall, and the Company and shall cause the Sellers shall Subsidiary to, cooperate fully therein. In that connection, Sellers and the Company shall make available to the Due Diligence Agents 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 the Company and the Subsidiary as the Due Diligence Agents may reasonably request, shall permit the Due Diligence Agents access to the Assets of the Company and the Subsidiary and all parts thereof and to the Company's and the Subsidiary's Agents, customers, suppliers and others, and shall cause the Company's and the Subsidiary's Agents to cooperate fully in connection with such review and examination; provided, however, that access to the Company's and the Subsidiary's Agents, customers, suppliers and others shall be coordinated by Xxx X. Xxxxxxxx, as Agent for Sellers and the Company, and Xxxxxx X. Vollmershausen, as Agent for Parent and Purchaser, and provided, further, that the Subsidiary shall be entitled to have one of its employees attend any in person or telephonic meetings between such Agents, customers, suppliers or others, on the one hand, and the Due Diligence Agents, on the other hand. No investigation by Parent or on behalf of the Buyer, however, Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of Sellers or the Sellers under Company contained in 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 (a) During the period beginning upon the execution of this Agreement through the Closing Date, the Buyer Seller agrees that Buyers 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 their Representatives to make such investigation of the assetsAssets, properties, business the Business and operations of the CompanySeller, and such examination of the books, records and financial condition of the Company Seller, as it wishesBuyers reasonably deem necessary. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the BuyerIn that connection, 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 Seller shall make available and shall cause the Company to make available to the representatives Representatives of the Buyer Buyers during such period all such information and copies of such documents and records concerning the affairs of the Company Seller as such representatives Representatives may reasonably request, shall permit the contractors and representatives Representatives of the Buyer Buyers access to the properties of the Company Assets and all parts thereof and to Seller's employees, customers, suppliers, contractors and others, and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company Seller's Representatives to cooperate in all reasonable respects with such contractors and representatives fully in connection with such review and examination. If During the period after the date this Agreement terminatesis executed through the Closing Date, the Buyer Company, Xxxxxxx, LLC and Parent shall at all reasonable times during normal business hours afford Seller and the Shareholders and their respective officers, directors, Affiliates, employees, representatives attorneys, accountants, representatives, lenders, consultants, and contractors shall keep confidential other agents with complete access to all books, records, contracts, officers, directors, employees, 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 properties of the Company. If this Agreement terminates, any documents obtained from Xxxxxxx, LLC and Parent as are necessary to allow Seller to verify compliance by the Company, Xxxxxxx, LLC and all copies thereofParent with their respective covenants, shall be returnedrepresentations, and warranties in this Agreement. Each party to this Agreement will use its best efforts to cause its independent public accountants to afford every other party to this Agreement and its independent public accountants complete access to the independent public accountant's work papers pertaining to it and its Subsidiaries.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employeesand its Affiliates’ respective Representatives (including their respective legal advisors and accountants), representatives to have reasonable access to the premises, properties, financial, tax and contractorsaccounting records, includingContracts and, without limitationsubject to the Company’s prior approval (not to be unreasonably withheld, Xxxxx Xxxxx Mulliss & Xxxxxconditioned or delayed), L.L.P.personnel of the Company 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 reasonable prior written notice to the Company, KPMG Peat Marwickshall be conducted in a manner so as not to unreasonably interfere with the normal business operations of the Company and shall be subject to supervision by personnel of the Company and restrictions arising under applicable Law. Notwithstanding anything herein to the contrary, LLPno such examination or investigation shall be permitted to the extent that it would require the Company or any of its Affiliates to disclose information (a) if such disclosure would cause the Company to be in violation of applicable Law or, as determined by the Company or such Affiliate upon the advice of counsel, result in the loss of the ability to successfully assert attorney-client privilege, (b) if such disclosure would cause the Company or such Affiliate to materially breach any confidentiality obligation under a Contract to which the Company or any such Affiliate is bound or (c) if such disclosure would, as determined by the Company or such Affiliate upon the advice of counsel, adversely impact the treatment of any Company Intellectual Property as a trade secret; provided, however, that, with respect to any information described in the foregoing clauses (a), (b) or (c), the Company shall (i) to the extent permitted by applicable Law or Contract, provide Buyer notice of any information that has been withheld and Xxxxxx Xxxxxxxx LLP (ii) use reasonable best efforts to take, or cause to be taken, all such alternative actions or things necessary, proper or advisable to make such investigation information (or parts thereof) available to Buyer. Upon the written request of Buyer and subject to applicable Law, the assets, properties, business Company shall reasonably cooperate with Buyer and operations its Affiliates to arrange for contacts and communications with customers or suppliers of the Company; provided that, and such examination of without the books, records and financial condition prior written consent of the Company as it wishes. Any such investigation (not to be unreasonably withheld, conditioned or delayed), Buyer shall not contact, and examination shall cause its Affiliates and Representatives not to contact, any customer or supplier of the Company regarding the Business or the transactions contemplated hereby; provided, further, that, for the avoidance of doubt, nothing contained in this Agreement shall be conducted at reasonable times and under reasonable circumstances, and deemed to prohibit Buyer or its Affiliates or their respective Representatives from contacting any Person that is or may be a customer or supplier of the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate regarding any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity matter unrelated 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 Business or 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 returnedtransactions contemplated hereby.

Corporate Examinations and Investigations. Prior to the Closing DateDate and subject to the Confidentiality Agreement, the Buyer Seller and Shareholder agree that Purchaser shall be entitled, through its employees, officers, accountants, counsel, financial advisors and other representatives and contractorsagents, 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 businesses and operations of the CompanySeller, and such examination of the books, records records, contracts and financial condition of the Company Seller as it wisheswishes (the "DUE DILIGENCE"). Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company Seller and the Sellers Shareholder shall, and shall cause Seller to, cooperate fully thereintherewith. No investigation by Purchaser shall diminish, obviate, augment or on behalf of the Buyer, however, shall diminish or obviate modify any of the representations, warranties, covenants or agreements of the Sellers under Seller and Shareholder contained in this Agreement. In order that the Buyer Purchaser 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 CompanySeller, the Sellers Seller and Shareholder shall make available and shall cause the Company Seller to make available to the representatives and agents of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company Seller as such representatives or agents may reasonably request, shall permit the contractors representatives and representatives agents of the Buyer Purchaser access to the properties of the Company Seller and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company Seller to cooperate in all reasonable respects fully with such contractors representatives and representatives agents in connection with such review and examination. If this Agreement terminatesSeller and Shareholder shall cause Seller to furnish to the Purchaser (i) a copy of each report, schedule, and other document (not including any Tax Return) filed by Seller on or after the Buyer date hereof with any Governmental Body and their employees, representatives (ii) balance sheets and contractors shall keep confidential related statements of operations and shall not use in any manner any information or documents obtained from cash flows of Seller which are prepared for dissemination to 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 management of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the CompanySeller. If this Agreement terminates, any Purchaser shall keep confidential all information and documents obtained from Seller or Shareholder concerning Seller's assets, properties, business and operations to the Companyextent required by, and all copies thereofin accordance with, shall be returnedthe provisions of the Confidentiality Agreement dated January 8, 2002 between the Purchaser and Shareholder (the "CONFIDENTIALITY AGREEMENT").

Corporate Examinations and Investigations. Prior to the ----------------------------------------- Closing Date, the Parent agrees that the Buyer shall be entitled, through its employeesemployees and representatives, representatives which may include an environmental survey firm (which may be ICF Xxxxxx'x EF&M Group), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, Averstar, Inc. and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, Xxxxxxxx LLP, and Xxxxxx Xxxxxxxx LLP (collectively, the "Representatives"), to make such investigation of the assets, properties, business businesses and --------------- operations of the Company, and such examination of the books, records and financial condition of the Company Company, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parent shall, and shall cause the Company and the Sellers shall to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Parent contained in 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 Parent shall make available and shall cause the Company to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives access to the properties of the Company and all parts thereof including access for the purpose of conducting sampling of the air, soil, surface water and groundwater and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. The Parent shall make available and shall cause the Company to make available to the Representatives during such period all reports, assessments, audits, reviews, plans, analyses and other documents or correspondence in the possession or control of the Parent or the Company relating to the condition of the environment, the effect of the operations of the Company or any on the environment or the compliance of the Company with Environmental Laws. The Company shall bear the cost of any environmental due diligence survey requested by the Buyer or a Lender. If this Agreement terminates, (a) 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 assetsproperties, business businesses and operations, unless (i) use or disclosure of such information or documents shall be required by applicable Law or Order of any Governmental Entity, (ii) use or disclosure of such information or documents is reasonably required in connection with any Claim against or involving the Buyer or (iii) such information or documents are readily ascertainable from public or published information, information or trade sources (in each such case unless other than information known generally to the public as a result of a violation of this Section 5.4), 6.2) or are already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, ; and (b) any documents obtained from the Company, Company and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. (a) Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss Xxxxxxx Xxxxxxxxx Xxxxxxx & XxxxxXxxxxxx, L.L.P., KPMG Peat Marwick, LLPDeloitte & Touche, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business and operations of the Company, Business and such examination of the books, records and financial condition conditions of the Company Business as it wishesthe Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the BuyerBuyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Sellers Seller under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting accounting, legal and legal environmental review, examination or investigation as it may wish of the business and affairs of the Companydeems necessary, the Sellers Seller shall make available and shall cause the Company to furnish or 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 Seller as such representatives may reasonably request, shall permit and the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and Seller shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examinationexamination and to make full disclosure to the Buyer of all material facts affecting the financial condition and business operations of the Business. If this Agreement terminatesIn addition, the Seller shall make available to the Buyer and their employeesits representatives full and complete copies of all returns, representatives reports 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 forms filed by the Buyer independently Seller relating to Taxes on the Business for taxable periods for which the statute of any investigation limitations for the assessment of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returnedtaxes has not expired.

Corporate Examinations and Investigations. Prior to the Closing Effective Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss Xxxxxx Xxxxxxx & XxxxxMeschan, L.L.P., KPMG Peat Marwick, LLPP.A., and Xxxxxx Xxxxxxxx LLP Buyer's accountants to make such investigation of the assets, Facilities, properties, employees, business and operations of the CompanySeller, and such examination of the books, records and financial condition of the Company Seller as it wishes; provided, however, that each such person or entity shall keep such information provided confidential. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company and the Sellers Seller 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 Seller under this Agreement; provided, however, that Buyer agrees to inform Seller, in writing, prior to the Closing, of any information it may obtain which might cast doubt upon the accuracy of any representation or warranty of Buyer contained herein (hereinafter, a "Negative Disclosure"). 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 CompanySeller, the Sellers Seller 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 Seller as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company Seller and all parts thereof and shall cause the Seller's officers, employees, advisors, staff, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully 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 At or prior to the Closing Date, the Buyer each of BRAVO and POINT BREAK 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 entitled to make such investigation of the assets, properties, business and operations of the Company, other and such examination of the books, records and records, Tax Returns, financial condition and operations of the Company other as it wisheseach may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company BRAVO and the Sellers POINT BREAK 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 each of BRAVO and POINT BREAK may have full opportunity to make such physical, a business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Companyother, BRAVO or POINT BREAK, as the Sellers case may be, shall make available and shall cause the Company to make available furnish to the representatives of the Buyer other during such period all such information and copies of such documents concerning the its affairs of the Company as such representatives BRAVO or POINT BREAK may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in fully and provide all reasonable respects with such contractors material facts affecting its financial condition and representatives in connection with such review business operations. Until the Closing and examination. If this Agreement terminatesif the Closing shall not occur, the Buyer thereafter, BRAVO, POINT BREAK, and their employees, representatives and contractors 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, POINT BREAK, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the Company other concerning its assets, properties, business and operations, unless (a) readily ascertainable from public or published information, or trade sources sources, (in each b) received from a third party not under an obligation to BRAVO or POINT BREAK, as the case may be, to keep such case unless as a result of a violation of this Section 5.4), information confidential or already known (c) required by any Law or subsequently developed by the Buyer independently of any investigation of the CompanyOrder. If this Agreement terminatestransaction does not close for any reason, any documents obtained from the CompanyBRAVO, POINT BREAK, and its respective affiliates shall return or destroy all copies thereofsuch confidential information and compilations thereof as is practicable, and shall be returnedcertify such destruction or return to BRAVO or POINT BREAK, as the case may be.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer Seller agrees that the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, representatives attorneys, accountants, representatives, lenders, consultants and contractorsother agents (collectively, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP the "Agents") to make such investigation of the assets, properties, business Business and the Assets and operations of the CompanySeller and the Subsidiaries, and such examination of the books, records records, properties, assets and financial condition of the Company Seller and the Subsidiaries, as it wishesthe Purchaser shall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company Seller shall, and the Sellers Seller shall cause the Subsidiaries to, cooperate fully therein. In that connection, the Seller shall make available to the Agents 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 the Seller and the Subsidiaries as the Agents may reasonably request, shall permit the Agents access to the Assets of the Seller and the Subsidiaries and all parts thereof and to the Seller's and Subsidiaries' Agents, customers, suppliers and others, and shall cause the Seller's and Subsidiaries' Agents to cooperate fully in connection with such review and examination. No investigation by or on behalf of the Buyer, however, Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in 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 First Closing Date, the Seller agrees that the Buyer shall be entitled, by itself and through its employeesrepresentatives ("Representatives"), 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 assetsproperties, businesses and operations of the Seller (other than its Manufacturing Business and other than the properties, business and operations of the CompanyManufacturing Subsidiaries) and the Distribution Division, and such examination of the books, records and financial condition of the Company Seller and the Distribution Division, as it wishesthe Buyer may reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in this Agreement. In order that for the Buyer may to have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish reasonably request of the business and affairs of the CompanySeller and the Distribution Division, the Sellers Seller and the Distribution Division shall make available and shall cause the Company to make available to the representatives of Buyer or the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company Seller and the Distribution Division as such representatives the Buyer or the Representatives may reasonably request, shall permit the contractors and representatives of Buyer or the Buyer Representatives access to the properties of the Company Seller and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Buyer or the Representatives in connection with such review and examination. If this Agreement terminates, The Seller shall make available to the Buyer and their employeesthe Representatives during such period all reports, representatives assessments, audits, review, analysis and contractors shall keep confidential and shall not use other documents or correspondence in any manner any information the possession 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 control of the Company. If this Agreement terminates, any documents obtained from Seller relating to the Company, and all copies thereof, shall be returnedAcquired Assets.

Corporate Examinations and Investigations. Prior to The Company, Argotec and the Sellers agree that from the date hereof until the Closing Date, the Buyer Purchaser shall be entitled, through its employees, officers, accountants, counsel, financial advisors and other representatives and contractorsagents, 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 businesses and operations of the Company, and such examination of the books, records records, contracts and financial condition of the Company as it wishesshall reasonably request (the "Due Diligence"). Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstancescircumstances and Argotec, the Sellers and the Company and the Sellers shall cooperate fully thereintherewith. No investigation by or on behalf of the Buyer, however, Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company, Argotec or the Sellers under contained in this Agreement. In order that the Buyer Purchaser 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 Company shall make available and shall cause the Company to make available to the representatives and agents of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company as such representatives or agents may reasonably request, shall permit the contractors representatives and representatives agents of the Buyer Purchaser access to the properties of the Company during normal business hours and all parts thereof upon two days' prior written notice and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors representatives and representatives agents in connection with such review and examination. If this Agreement terminatesThe Company shall furnish to the Purchaser (i) a copy of each report, the Buyer schedule, return and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from other document filed by the Company concerning its assets, business on or after the date hereof with any governmental entity and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result ii) balance sheets and related statements of a violation operations and cash flows of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation Company which are prepared for dissemination to the management of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.41 42

Corporate Examinations and Investigations. Prior to Between the date hereof and the Closing DateDate (or, if earlier, the Buyer date of termination of this Agreement), the Company shall be entitledreasonably cooperate (and shall use commercially reasonable efforts to cause the Company’s officers, through its employees, consultants, agents, attorneys and accountants to reasonably cooperate) with Buyer and with its counsel, accountants and representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such in the conduct of their due diligence investigation of the assets, properties, business and operations of the Company, the Subsidiaries and their respective businesses, assets and affairs, and, in connection with such due diligence investigation, to grant Buyer and such examination of representatives, during normal business hours and upon reasonable notice, access to the booksproperties, books and records (including records relating to Company Intellectual Property), contracts, employees, customers, creditors, landlords, vendors and financial condition suppliers of the Company as it wishes(the “Due Diligence Investigation”). Any such investigation and examination The Due Diligence Investigation 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 not modify any of the representations, warranties, covenants or agreements of the Sellers Company under this Agreement or reduce Buyer’s right to pursue any and all remedies available under this Agreement. In order that Notwithstanding the foregoing, the Due Diligence Investigation by Buyer may have full opportunity or its representatives shall not be conducted in such a manner as to make such physical, business, accounting and legal review, examination interfere unreasonably with the business or investigation as it may wish operations of the business Company or its Subsidiaries or otherwise result in any significant interference with the prompt and affairs timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, the Sellers shall make available and shall cause such access or disclosure is reasonably likely to (i) jeopardize any attorney work product or attorney-client privilege, (ii) contravene applicable law or (iii) breach any contract to which 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 Subsidiaries is 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 returnedparty.

Corporate Examinations and Investigations. Prior to the either ----------------------------------------- Closing Date, the Buyer Company and STHL agree that IWC shall be entitled, at IWC's expense, through its employeesemployees and representatives, representatives including Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat MarwickMarwick (collectively, LLPthe "Representatives"), and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the Company, Company and the Subsidiaries and such examination of the books, records and financial condition of the Company and the Subsidiaries as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and STHL shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, IWC shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Company and STHL contained in this Agreement. In order that the Buyer IWC 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 CompanyCompany and the Subsidiaries, the Sellers STHL shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives access to the properties of the Company and the Subsidiaries and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors (a) IWC shall keep confidential and shall not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetsproperties, business businesses and operations, unless (i) use or disclosure of such information or documents shall be required by applicable Law or Order of any Governmental Body, (ii) use or disclosure of such information or documents is reasonably required in connection with any Claim against or involving IWC or (iii) such information or documents are readily ascertainable from public or published information, information or trade sources (in each such case unless other than information known generally to the public as a result of a violation of this Section 5.4), 7.2) or are already known or subsequently developed by the Buyer IWC independently of any investigation of the Company. If this Agreement terminates, ; and (b) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller agrees that the Buyer shall be entitled, through its employeesemployees and representatives (collectively, representatives and contractorsthe "Representatives"), 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 businesses and operations of the Seller and the Company, and such examination of the books, records and financial condition of the Company Company, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Seller shall, and shall cause the Company and the Sellers shall to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in 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 Seller and the Company, the Sellers Seller shall make available and shall cause the Company to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Seller and the Company as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives access to the properties of the Seller and the Company and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors The Seller shall keep confidential make available and shall not use in any manner any information or documents obtained from cause the Company concerning its assetsand the Subsidiaries to make available to the Representatives during such period all reports, business assessments, audits, reviews, plans, analyses and operations, unless readily ascertainable from public other documents or published information, correspondence in the possession or trade sources (in each such case unless as a result control of a violation of this Section 5.4), the Seller or already known or subsequently developed by the Buyer independently of any investigation Company relating to the operations of the Company. If this Agreement terminates, any documents obtained from the Company, airworthiness of the Airplane and the compliance of the Company with all copies thereof, shall be returnedapplicable Laws.

Corporate Examinations and Investigations. Prior to the Closing DateEffective Time, the Buyer Parent shall be entitled, through its employeesemployees and representatives, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make have such investigation of access to the assets, properties, business and operations of Company as is reasonably necessary or appropriate in connection with Parent’s investigation of Company with respect to the Companytransactions contemplated hereby and with respect to the potential merger of the Surviving Corporation with and into Parent, and Company shall be entitled, through its employees and representatives, to have such examination access to the assets, properties, business and operations of Parent as is reasonably necessary or appropriate in connection with Company’s investigation of Parent with respect to the books, records and financial condition of the Company as it wishestransactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstancescircumstances so as to minimize any disruption to or impairment of Company’s or Parent’s business, as applicable, and the Company and the Sellers Parent shall cooperate fully therein. No investigation by Parent or on behalf of the Buyer, however, Company shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Company or Parent, respectively, contained in this Agreement. In order that the Buyer Parent may have full opportunity to make such physicalinvestigation, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers Company shall make available and shall cause the Company to make available to furnish the representatives of the Buyer 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, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review investigation. In order that Company may have full opportunity to make such investigation, Parent shall furnish the representatives of Company during such period with all such information and examinationcopies of such documents concerning the affairs of Parent 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. If this Agreement terminatesThe information and documents so provided shall be subject to the terms of the confidentiality agreement, dated as of April 22, 2005, between Parent and Company (as amended, 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“Confidentiality Agreement”), 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 At or prior to the Closing Date, the Buyer Purchaser 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 entitled to make such investigation of the assets, properties, business and operations of the Company, Company and such examination of the books, records and records, Tax Returns, financial condition and operations of the Company as it wishesthe Purchaser may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, 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 Purchaser may have full opportunity to make such physical, a business, accounting and legal review, examination or investigation as it they may wish of the business and affairs of the Company, the Sellers Company shall make available and shall cause the Company to make available furnish to the representatives of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company as such representatives the Purchaser may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the Company's officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Purchaser in connection with such review and examinationexamination and to make full disclosure to the Purchaser of all material facts affecting the financial condition and business operations of the Company. If this Agreement terminatesUntil the Closing and if the Closing shall not occur, thereafter, the Buyer Purchaser and their employees, representatives and contractors its 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, the Purchaser and its Affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the Company concerning its assets, properties, business and operations, unless (a) readily ascertainable from public or published information, or trade sources sources, (in each b) received from a third party not under an obligation to the Company to keep such case unless information confidential or (c) required by any Law or Order. In the event this transaction does not close for any reason, the Purchaser and its Affiliates shall return or destroy all such confidential information and compilations thereof as a result of a violation of this Section 5.4)is practicable, and shall certify such destruction or already known or subsequently developed by the Buyer independently of any investigation of return to 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, the Seller agrees that the Buyer shall be entitled, through its employeesemployees and representatives, 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 businesses and operations of the CompanyCompany and the Subsidiaries, and such examination of the books, records and financial condition of the Company and the Subsidiaries, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Seller shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in 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 CompanyCompany and the Subsidiaries, (a) the Sellers Seller shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer during such period (i) all such reports, assessments, audits, reviews, plans, analyses and other documents or correspondence in the possession or control of the Seller, the Company or any of the Subsidiaries relating to the condition of the Environment, the effect of the operations of the Company or any of the Subsidiaries on the Environment, or the compliance of the Company or any of the Subsidiaries with Safety and Environmental Laws and (ii) all information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, (b) the Seller shall permit the contractors and representatives of the Buyer access to the properties of Real Property and Structures and the Company Tower Assets, subject to any restrictions on access in the Real Property Leases, and all parts thereof and (c) the Seller shall use commercially reasonable efforts to cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, (a) the Buyer and their employeesshall, representatives and contractors shall keep confidential and shall cause its employees and representatives to, keep confidential, and shall, and shall cause its employees and representatives to, not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetstheir properties, business businesses and operations, unless (i) disclosure of such information or documents shall be required by applicable Law or Order, or (ii) disclosure of such information or documents is reasonably required in connection with any litigation against or involving the Buyer with respect to the Contemplated Transactions, or (iii) such information is or such documents are readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a sources, or, without violation of this Section 5.4)Agreement by the Buyer or its employees or representatives, or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminatesCompany or the Subsidiaries, and (b) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returnedreturned to the Company.

Corporate Examinations and Investigations. Prior to the Closing ----------------------------------------- Date, the Buyer Stockholders agree that Metromedia shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxxany counsel, L.L.P.tax advisors and accountants, KPMG Peat Marwick, LLP, to conduct its due diligence investigation (the "Due Diligence Investigation") and Xxxxxx Xxxxxxxx LLP to make such investigation of the assetsProperties, properties, business businesses and operations of the CompanyCompany and the Subsidiaries, and such examination of the books, records and financial condition of the Company and the Subsidiaries, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Stockholders shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Metromedia shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Stockholders contained in this AgreementAgreement except as otherwise specifically set forth herein. In order that the Buyer Metromedia 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 CompanyCompany and the Subsidiaries, the Sellers Stockholders shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer Metromedia during such period all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer Metromedia access to the properties Properties of the Company and the Subsidiaries and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors (i) Metromedia shall keep confidential and shall not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetstheir Properties, business businesses 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)sources, or already known or subsequently developed by the Buyer Metromedia independently of any investigation of the Company. If this Agreement terminatesCompany or the Subsidiaries or through sources which, to the Knowledge of Metromedia are not subject to an obligation of confidentiality otherwise required by law to be disclosed provided, however, that if required by law to be disclosed, Metromedia shall give the Company and the Stockholders written notice of such disclosure and a reasonable opportunity to obtain a protective order, and (ii) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returned.