Common use of Corporate Examinations and Investigations Clause in Contracts

Corporate Examinations and Investigations. Prior to ----------------------------------------- the Closing Date, the Stockholders agree that Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "Representatives"), to make such --------------- investigation of the Assets, the Business and operations of Delta, and such examination of the books, records and financial condition of Delta, as Purchaser reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and shall cause Delta to, cooperate fully therein. In that connection, the Stockholders shall make available and shall cause Delta to make available to the Representatives of Purchaser during such period, without however causing any unreasonable interruption in the operations of the Business, all such information and copies of such documents and records concerning the affairs of Delta as such Representatives may reasonably request, shall permit the Representatives of Purchaser access to the Assets of Delta and all parts thereof and to its employees, customers, suppliers and others, and shall cause Delta's Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders contained in this Agreement.

Corporate Examinations and Investigations. (a) Prior to the ----------------------------------------- the Closing Date, the Stockholders agree each Seller agrees that Purchaser Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "Representatives"), ) to make such --------------- investigation of the Assetsassets, the Business business and ---------------- operations of Deltathe Company and the Subsidiaries, and such examination of the books, records and financial condition of Deltathe Company and the Subsidiaries, as Purchaser Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and such Seller shall cause Delta to, cooperate fully therein. In that connection, the Stockholders such Seller shall make available and shall cause Delta to make available to the Representatives of Purchaser Buyer during such period, without however causing any unreasonable interruption in the operations of the BusinessCompany and the Subsidiaries, all such information and copies of such documents and records concerning the affairs of Delta the Company and the Subsidiaries as such Representatives may reasonably request, shall permit the Representatives of Purchaser Buyer access to the Assets assets of Delta the Company and all parts thereof the Subsidiaries and to its their respective employees, customers, suppliers suppliers, contractors and others, and shall cause Delta's Sellers' Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders contained in this Agreement.

Corporate Examinations and Investigations. (a) Prior to ----------------------------------------- the Closing Date, the Stockholders Company and Sellers agree that Purchaser Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "RepresentativesREPRESENTATIVES"), ) to make such --------------- investigation of the Assets, the Business and operations of Deltathe Company and the Subsidiaries, and such examination of the books, records and financial condition of Deltathe Company and the Subsidiaries, as Purchaser Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders Company and Sellers shall, and shall cause Delta the Subsidiaries to, cooperate fully therein. In that connection, the Stockholders Company and Sellers shall make available and shall cause Delta to make available to the Representatives of Purchaser Buyer during such period, without however causing any unreasonable interruption in the operations of the BusinessCompany or any Subsidiary, all such information and copies of such documents and records concerning the affairs of Delta the Company and the Subsidiaries as such Representatives may reasonably request, shall permit the Representatives of Purchaser Buyer access to the Assets of Delta Company and the Subsidiaries and all parts thereof and to its their respective employees, customers, suppliers suppliers, Contractors and others, and shall cause Deltathe Company's and the Subsidiaries' Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of either Seller or the Stockholders Company contained in this Agreement.

Corporate Examinations and Investigations. Prior to ----------------------------------------- the Closing Date, the Stockholders agree CoMed agrees that Purchaser DHT shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "Representatives"), ) to make such --------------- investigation of the Assets, the Business and operations of DeltaCoMed, and such examination of the books, records and financial condition of DeltaCoMed, as Purchaser DHT reasonably deems necessary. Any such investigation necessary in order to fully complete its investigations and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable noticeexaminations prior to Closing, and CoMed and the Stockholders shall, and Shareholders shall cause Delta to, cooperate fully therein. In that connection, CoMed and the Stockholders Shareholders shall make available and shall cause Delta to make available to the Representatives of Purchaser DHT during such period, without however causing any unreasonable interruption in the operations of the Business, period all such information and copies of such documents and records concerning the affairs of Delta CoMed as such Representatives may reasonably requestrequest (subject to existing obligations of confidentiality which CoMed shall diligently seek to have waived; provided, that all such information, documents and records shall have been made available within a reasonable time prior to Closing), shall permit the Representatives of Purchaser DHT access to the Assets of Delta CoMed and all parts thereof and to its their respective employees, customers, suppliers suppliers, Contractors and others, and shall cause DeltaCoMed's Representatives representatives and agents to cooperate fully in connection with such review and examination. No investigation by Purchaser DHT shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders a Shareholder or CoMed contained in this Agreement.

Corporate Examinations and Investigations. Prior to ----------------------------------------- the Closing Date, the Stockholders agree Seller agrees that the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, the "RepresentativesAgents"), ) to make such --------------- investigation of the Assets, Business and the Business Assets and operations of Deltathe Seller, and such examination of the books, records and financial condition of Deltathe Seller, as the Purchaser reasonably deems necessaryshall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and Seller shall cause Delta to, cooperate fully therein. In that connection, the Stockholders Seller shall make available and shall cause Delta to make available to the Representatives of Purchaser 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 Delta the Seller as such Representatives the Agents may reasonably request, shall permit the Representatives of Purchaser Agents access to the Assets of Delta the Seller and all parts thereof and to its employeesthe Seller's Agents, customers, suppliers and others, and shall cause Deltathe Seller's Representatives Agents to cooperate fully in connection with such review and examination. No investigation by the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders Seller contained in this Agreement.

Corporate Examinations and Investigations. Prior to ----------------------------------------- the Closing Date, the Stockholders Company and the Sellers agree that Purchaser Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, accountants and consultants and other agents (collectively, "Representatives"), ) to make such --------------- investigation of the Assets, the Business and operations of Deltathe Company, and such examination of the books, records and financial condition of Deltathe Company, as Purchaser Buyer reasonably deems necessary. Any such investigation and examination shall be conducted in a manner designed to preserve the confidentiality of the Contemplated Transactions, at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, Company and the Sellers shall cause Delta to, cooperate fully therein. In that connection, the Stockholders Company and the Sellers shall make available and shall cause Delta to make available to the Representatives of Purchaser Buyer during such period, without however causing any unreasonable disclosure of the Contemplated Transactions or unreasonable interruption in the operations of the BusinessCompany, access to the Assets and all such information and copies of such documents and records concerning the affairs of Delta the Company as such Representatives may reasonably request, and with the prior consent of Stock, which will not be unreasonably withheld, shall permit the Representatives of Purchaser Buyer access to the Assets of Delta and all parts thereof and to its Company's employees, customers, suppliers suppliers, Contractors and others, and . The Sellers shall cause Deltathe Company's Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders Company or the Sellers contained in this Agreement.

Corporate Examinations and Investigations. Prior to ----------------------------------------- and after the Closing DateInitial Closing, the Stockholders agree Seller agrees that the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, the "RepresentativesAgents"), ) to make such --------------- investigation of the Assets, Business and the Business Assets and operations of Deltathe Seller, and such examination of the books, records and financial condition of Deltathe Seller, as the Purchaser reasonably deems necessaryshall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable noticeten (10) days written notice to the Seller, and the Stockholders Seller shall, and shall cause Delta to, cooperate fully therein. In that connection, the Stockholders Seller shall make available and shall cause Delta to make available to the Representatives of Purchaser 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 Delta the Seller as such Representatives the Agents may reasonably request, shall permit the Representatives of Purchaser Agents access to the Assets of Delta the Seller and all parts thereof and to its employeesthe Seller's Agents, customers, suppliers and others, and shall cause Deltathe Seller's Representatives Agents to cooperate fully in connection with such review and examination. No investigation by the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders Seller contained in this Agreement.

Corporate Examinations and Investigations. Prior to ----------------------------------------- the Closing Date, Seller and the Stockholders General Partners agree that Purchaser Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "RepresentativesREPRESENTATIVES"), ) to make such --------------- investigation of the Assets, the Business and operations of DeltaSeller, and such examination of the books, records and financial condition of DeltaSeller, as Purchaser Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and Seller shall cause Delta to, cooperate fully therein. In that connection, Seller and the Stockholders General Partners shall make available and shall cause Delta to make available to the Representatives of Purchaser Buyer during such period, without however causing any unreasonable interruption in the operations of the BusinessSeller, all such information and copies of such documents and records concerning the Business and the affairs of Delta Seller as such Representatives may reasonably request, shall permit the Representatives of Purchaser Buyer access to the Assets of Delta and all parts thereof thereof, and to its Seller's and the Business' employees, customers, suppliers suppliers, contractors and others, and shall cause DeltaSeller's Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller and the Stockholders General Partners contained in this Agreement.

Corporate Examinations and Investigations. (a) Prior to ----------------------------------------- the Closing Date, the Stockholders agree Seller agrees that Purchaser Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "RepresentativesREPRESENTATIVES"), ) to make such --------------- investigation of the Assets, the Business and operations of DeltaSeller, and such examination of the books, records and financial condition of DeltaSeller, as Purchaser Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and Seller shall cause Delta to, cooperate fully therein. In that connection, the Stockholders Seller shall make available and shall cause Delta to make available to the Representatives of Purchaser Buyer during such period, without however causing any unreasonable interruption in the operations of the BusinessSeller, all such information and copies of such documents and records concerning the affairs of Delta Seller as such Representatives may reasonably request, shall permit the Representatives of Purchaser Buyer access to the Assets of Delta and all parts thereof and to its Seller's employees, customers, suppliers suppliers, contractors and others, and shall cause DeltaSeller's Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders Seller contained in this Agreement.

Corporate Examinations and Investigations. (a) Prior to the ----------------------------------------- the Closing Date, the Stockholders agree Seller agrees that Purchaser Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "Representatives"), ) to make --------------- such --------------- investigation of the Assets, the Business and operations of DeltaSeller, and such examination of the books, records and financial condition of DeltaSeller, as Purchaser Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Stockholders shall, and Seller shall cause Delta to, cooperate fully therein. In that connection, the Stockholders Seller shall make available and shall cause Delta to make available to the Representatives of Purchaser Buyer during such period, without however causing any unreasonable interruption in the operations of the BusinessSeller, all such information and copies of such documents and records concerning the affairs of Delta Seller as such Representatives may reasonably request, shall permit the Representatives of Purchaser Buyer access to the Assets of Delta and all parts thereof and to its Seller's employees, customers, suppliers suppliers, contractors and others, and shall cause DeltaSeller's Representatives to cooperate fully in connection with such review and examination. No investigation by Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Stockholders contained in this Agreement.

Corporate Examinations and Investigations. (a) Prior to ----------------------------------------- the Closing Date, CIA and the Stockholders Sellers agree that the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "Representatives"), ) to make such --------------- investigation of the Assets, the Business and operations of DeltaCIA, and such examination of the books, records and financial condition of DeltaCIA, as the Purchaser reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and CIA and the Stockholders shall, and Sellers shall cause Delta to, cooperate fully therein. In that connection, CIA and the Stockholders Sellers shall make available and shall cause Delta to make available to the Representatives of the Purchaser during such period, without however causing any unreasonable interruption in the operations of the BusinessCIA, all such information and copies of such documents and records concerning the affairs of Delta CIA as such Representatives may reasonably request, shall permit the Representatives of the Purchaser access to the Assets of Delta CIA and all parts thereof and to its their respective employees, customers, suppliers suppliers, contractors and others, and shall cause DeltaCIA's Representatives to cooperate fully in connection with such review and examination. No investigation by the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of CIA or the Stockholders Sellers contained in this Agreement. ss.III.3