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 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, NFO and the Buyer shall be entitled, through its their employees and representatives, including Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, Xxxxxx Xxxx Hootz Xxxxxx Rechtsanwalte and Xxxxxx Xxxxxxxx GmbH (collectively, the "Representatives"), to make such investigations investigation of the Purchased Assets properties, businesses and operations of the Company and the Assumed Liabilities Subsidiaries, and such examination of the books, records and financial condition of the Seller’s business as Company and the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted Subsidiaries at reasonable times and times, under reasonable circumstances and to a reasonable extent, with the Seller shall cooperate fully thereindetails of such due diligence investigation to be agreed on between the Sellers and NFO. No investigation by NFO and the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under Sellers contained in this Agreement. If this Agreement terminates, (a) NFO and 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 or documents obtained during from the course Company or the Subsidiaries concerning their properties, businesses and operations, unless (i) use or disclosure of such investigation information or prior theretodocuments shall be required by applicable Law or Order of any Governmental Body, unless readily ascertainable from public (ii) use or published information, disclosure of such information or trade sources, documents is reasonably required in connection with any Claim against or already known involving NFO 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 (iii) 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 documents are readily ascertainable from public or published information or trade sources, sources (other than information known generally to the public as a result of a violation of this Section 6.2) or are already known or subsequently developed by NFO or the Buyer independently of any investigation pursuant to this Section 7.6, of the Company or received the Subsidiaries; and (b) any documents obtained from a third party not known to the Buyer to Company or the Subsidiaries and all copies thereof shall be under an obligation to the Seller to keep such information confidentialreturned.

Corporate Examinations and Investigations. Prior At or prior to the Closing Date, the Buyer each of GALAXY and PANNONIAN shall be entitled, through its employees and representatives, entitled to make such investigations investigation of the Purchased Assets assets, properties, business and operations of the Assumed Liabilities other and such examination of the books, records and records, Tax Returns, financial condition and operations of the Seller’s business other as the Buyer reasonably considers necessaryeach may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller GALAXY and PANNONIAN shall cooperate fully therein. No In order that each of GALAXY and PANNONIAN may have full opportunity to make such a business, accounting and legal review, examination or investigation by the Buyer shall, however, diminish or obviate in any way any as it may wish of the representations, warranties, covenants or agreements business and affairs of the Seller under this Agreementother, GALAXY or PANNONIAN, as the case may be, shall furnish to the other during such period all such information and copies of such documents concerning its affairs as GALAXY or PANNONIAN may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully and provide all material facts affecting its financial condition and business operations. If this Agreement terminatesUntil the Closing and if the Closing shall not occur, the Buyer thereafter, GALAXY, PANNONIAN, and its respective 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 inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, GALAXY, PANNONIAN, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained during from the course of such investigation or prior theretoother concerning its assets, properties, business and operations, unless (a) 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 (b) received from a third party not known to the Buyer to be under an obligation to GALAXY or PANNONIAN, as the Seller case may be, to keep such information confidentialconfidential or (c) required by any Law or Order. Promptly after the Closing or the termination of If this Agreementtransaction does not close for any reason, the Buyer GALAXY, PANNONIAN, and its respective affiliates shall return to the Seller or destroy all copies of documentssuch confidential information and compilations thereof as is practicable, 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 certify such destruction or return to others GALAXY or use in any manner any information which does not relate to PANNONIAN, as 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 confidentialcase may be.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer Purchaser shall be entitled, through its employees and representatives, including, without limitation, KPMG LLP and Saylxx & Xidji, to make such investigations investigation of the Purchased Assets property and the Assumed Liabilities plant and such examination of the books, records and financial condition of the Seller’s business Seller as the Buyer Purchaser reasonably considers necessarydesires. 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 Purchaser shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. In order that the Purchaser may have full opportunity to make such business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Seller, the Seller shall furnish the representatives of the Purchaser during such period with all such information concerning the affairs of the Seller as such representatives may reasonable request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts affecting the financial condition and business operation of the Seller. If this Agreement terminates, the Buyer Purchaser 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 from the course of such investigation or prior theretoSeller concerning its assets, properties, operations and business, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer Purchaser independently of any investigation of the AssetsSeller, 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 Notwithstanding the Closing or the termination of this Agreementforegoing, the Buyer and its affiliates Purchaser shall return to not contact any customers or vendors of the Seller all copies regarding the Video Products Business without advance approval of documentsthe Seller, 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 approval shall not disclose to others be unreasonably withheld 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 confidentialdelayed.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees and representatives, to make have such investigations access to the assets, properties, business and operations of Seller, as is reasonably necessary or appropriate in connection with the Purchased Assets and the Assumed Liabilities and such examination Buyer’s investigation 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 so as to minimize any disruption to or impairment of the Seller’s business and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. In order that the Buyer may have full opportunity to make such review, the Seller shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the 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 review and to make full disclosure to the Buyer of all material facts affecting the assets, properties, business, operations and financial condition of the Seller. 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 or documents obtained during the course of such investigation or prior theretofrom Seller concerning its assets, properties, business and operations, 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 AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential, or otherwise required by law. Promptly after the Closing or the termination of If this AgreementAgreement terminates, the Buyer and its affiliates shall return to any documents obtained from the Seller all copies of documentswill be returned or destroyed, if any, obtained during at 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 confidentialSeller’s option.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees and representativesdesignated representative, to make have such investigations access to the assets, properties, business and operations of Seller, as is reasonably necessary or appropriate in connection with the Purchased Assets and the Assumed Liabilities and such examination Buyer’s investigation 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 so as to minimize any disruption to or impairment of the Seller’s business and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller or the Member under this Agreement. In order that the Buyer may have full opportunity to make such review, the Seller and the Member shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the 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 review and to make full disclosure to the Buyer of all material facts affecting the assets, properties, business, operations and financial condition of the Seller. 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 or documents obtained during the course of such investigation or prior theretofrom Seller concerning its assets, properties, business and operations, 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 AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential, or otherwise required by law. Promptly after the Closing or the termination of If this AgreementAgreement terminates, the Buyer and its affiliates shall return to any documents obtained from the Seller all copies of documentswill be returned or destroyed, if any, obtained during at 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 confidentialSeller’s option.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees and representatives, to make have such investigations access to the assets, properties, business, operations, customers, suppliers, key employees and accountants of Seller, as is reasonably necessary or appropriate in connection with the Purchased Assets Buyer's investigation of Seller and provided that the Buyer shall give reasonable prior notice of any such requested access to the Seller, Ligand and the Assumed Liabilities and such examination of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessaryShareholder. 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 Seller's business and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller or the Shareholders under this Agreement. In order that the Buyer may have full opportunity to make such review, the Seller and the Shareholders shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the 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 review and to make full disclosure to the Buyer of all material facts affecting the assets, properties, business, operations and financial condition of the Seller. 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 or documents obtained during the course of such investigation or prior theretofrom Seller concerning its assets, properties, business and operations, 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 AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential, or otherwise required by law. Promptly after the Closing or the termination of If this AgreementAgreement terminates, the Buyer and its affiliates shall return to any documents obtained from the Seller all copies of documentswill be returned or destroyed, if any, obtained during at 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 confidentialSeller's option.

Corporate Examinations and Investigations. Prior Between the date hereof and the Closing Date (or, if earlier, the date of termination of this Agreement), the Company shall reasonably cooperate (and shall use commercially reasonable efforts to cause the Company's officers, employees, consultants, agents, attorneys and accountants to reasonably cooperate) with Buyer and with its counsel, accountants and representatives in the conduct of their due diligence investigation 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 representatives, during normal business hours and upon reasonable notice, access to the Closing Dateproperties, the Buyer shall be entitledbooks and records (including records relating to Company Intellectual Property), through its employees contracts, employees, customers, creditors, landlords, vendors and representatives, to make such investigations suppliers of the Purchased Assets and Company (the Assumed Liabilities and such examination of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessary"Due Diligence Investigation"). Any such investigation and examination The Due Diligence Investigation 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 not modify any of the representations, warranties, covenants or agreements of the Seller Company under this Agreement or reduce Buyer's right to pursue any and all remedies available under this Agreement. If this Agreement terminatesNotwithstanding the foregoing, the Due Diligence Investigation by Buyer and or 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 representatives shall not disclose be conducted in such a manner as to others interfere unreasonably with the business or use operations of the Company or its Subsidiaries or otherwise result in any manner any information obtained during significant interference with 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 prompt and timely discharge by the Buyer independently of any investigation employees of the AssetsCompany 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, such access or received from 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 or its Subsidiaries is 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 confidentialparty.

Corporate Examinations and Investigations. Prior At or prior to the Closing Date, the Buyer LPME shall be entitled, through its employees and representatives, entitled to make such investigations investigation of the Purchased Assets assets, properties, business and the Assumed Liabilities operations of AFT and such examination of the books, records and records, Tax Returns, financial condition and operations of the Seller’s business AFT as the Buyer reasonably considers necessaryLPME may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller AFT shall cooperate fully therein. No In order that LPME may have full opportunity to make such a business, accounting and legal review, examination or investigation by the Buyer shall, however, diminish or obviate in any way any as it may wish of the representationsbusiness and affairs of AFT, warrantiesAFT shall furnish to LPME during such period all such information and copies of such documents concerning the affairs of AFT as LPME may reasonably request and cause AFT’s officers, covenants or agreements employees, consultants, agents, accountants and attorneys to cooperate fully with LPME of all material facts affecting the Seller under this Agreementfinancial condition and business operations of AFT. If this Agreement terminatesUntil the Closing and, if the Buyer Closing shall not occur, thereafter, LPME 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 inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, LPME and its affiliates shall not disclose, nor use for their own benefit, any information or documents obtained during the course of such investigation or prior theretofrom AFT concerning its assets, properties, business and operations, unless (i) 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 (ii) received from a third party not known to the Buyer to be under an obligation to the Seller AFT to keep such information confidential, or (iii) required by any Law or order of a court of competent jurisdiction. Promptly after the Closing or the termination of If this Agreementtransaction does not close for any reason, the Buyer LPME and its affiliates shall return to the Seller or destroy all copies of documentssuch confidential information and compilations thereof as is practicable, 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 certify such destruction or return 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 confidentialAFT.

Corporate Examinations and Investigations. Prior At or prior to the Closing Date, the Buyer each of WWSI and CENTRIC shall be entitled, through its employees and representatives, entitled to make such investigations investigation of the Purchased Assets assets, properties, business and operations of the Assumed Liabilities other and such examination of the books, records and records, Tax Returns, financial condition and operations of the Seller’s business other as the Buyer reasonably considers necessaryeach may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller WWSI and CENTRIC shall cooperate fully therein. No In order that each of WWSI and CENTRIC may have full opportunity to make such a business, accounting and legal review, examination or investigation by the Buyer shall, however, diminish or obviate in any way any as it may wish of the representations, warranties, covenants or agreements business and affairs of the Seller under this Agreementother, WWSI or CENTRIC, as the case may be, shall furnish to the other during such period all such information and copies of such documents concerning its affairs as WWSI or CENTRIC may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully and provide all material facts affecting its financial condition and business operations. If this Agreement terminatesUntil the Closing and if the Closing shall not occur, the Buyer thereafter, WWSI, CENTRIC, and its respective 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 inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, WWSI, CENTRIC, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained during from the course of such investigation or prior theretoother concerning its assets, properties, business and operations, unless (a) 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 (b) received from a third party not known to the Buyer to be under an obligation to WWSI or CENTRIC, as the Seller case may be, to keep such information confidentialconfidential or (c) required by any Law or Order. Promptly after the Closing or the termination of If this Agreementtransaction does not close for any reason, the Buyer WWSI, CENTRIC, and its respective affiliates shall return to the Seller or destroy all copies of documentssuch confidential information and compilations thereof as is practicable, 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 certify such destruction or return to others WWSI or use in any manner any information which does not relate to CENTRIC, as 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 confidentialcase may be.