Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the operation of the Generating Assets, to Seller's accountants and to the Assets (including access to the Generating Assets sites), but only to the extent that such access does not unreasonably interfere with the operation of the Generating Assets and (b) make available to Purchaser and its Representatives, upon request a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance of the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other document, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract or License applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.08. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

Investigation by Purchaser. Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the operation of the Generating AssetsPSE Colstrip Interests, to Seller's accountants and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including including, to the extent it is within Seller's power to do so, access to the Generating Assets sitesColstrip 1, 2, 3 and 4 site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Generating Assets and Assets, (b) make available to Purchaser and its Representatives, upon request request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission WUTC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance of the PSE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documentdocuments, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract Contract, License or License Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.085.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

Investigation by Purchaser. From and after the date hereof until the Closing Date or earlier termination of this Agreement (the “Interim Period”), Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") Representatives with full reasonable access, upon reasonable prior notice and during normal business hours, to the Employees all officers and such other officers, employees and agents of Seller who have any responsibility for the operation of the Generating AssetsCompany and Company Subsidiaries and their respective Properties, Projects and Sites (provided, however, that Purchaser shall not be entitled to Seller's accountants collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive sampling on the Sites) and the books and records relating to the Assets (including access to the Generating Assets sites)Company and Company Subsidiaries, but only to the extent that such access does not unreasonably interfere with the operation business and operations of the Generating Assets Company and (b) make available to Purchaser and its Representatives, upon request a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance of the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other document, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract or License applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.08. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative AgreementsCompany Subsidiaries; provided, however, that (a) Seller shall have the right to (i) have a Representative present for any communication with employees or officers of the Company or any Company Subsidiary and (ii) impose reasonable restrictions and requirements for safety purposes and (b) Seller shall not be obligatedrequired to provide access to any information that is (i) subject to attorney-client privilege to the extent doing so would cause such privilege to be waived, (ii) prohibited to be disclosed by Applicable Law or (iii) subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition (after Seller has used reasonable efforts to obtain the consent of the other party to disclose such information and such consent has been denied); and provided further that the auditors and independent accountants of Seller and the Company or any of their respective Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in connection with form and substance reasonably acceptable to such cooperation auditors or consentindependent accountants; and provided further that notwithstanding anything to the contrary contained herein, none of Seller or its Affiliates (including the Company) shall be required to take disclose to Purchaser or any action Representative thereof any consolidated, combined, affiliated or enter into any agreement that would have any adverse effect on unitary tax return which includes Seller or any of its Affiliates or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any Company Subsidiary. In addition, upon reasonable advance request from Purchaser for purposes of a smooth and efficient transfer and integration of the business of the Company and Company Subsidiaries and other reasonable purposes, Seller shall use its commercially reasonable efforts to arrange meetings (whether telephonic or in person) with customers and suppliers of the Company and Company Subsidiaries, Exhibit 10.86 EXECUTION VERSION CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION provided that (i) Purchaser shall consult with Seller regarding the topics for discussion at such meetings and Seller shall have the right to have Representatives present at any such meetings, (ii) Seller may reasonably limit the number of individuals and the number of meetings, and (iii) Purchaser shall coordinate all such meetings with one or more Company employees designated by Seller. All such access and information obtained as a result of such access shall be subject to the terms and conditions of the Nondisclosure Agreement. Purchaser agrees to indemnify and hold harmless Seller, the Company, Company Subsidiaries, their Affiliates and their Representatives for any and all Losses to the extent arising out of the access rights or benefits with respect to the Sites under this Agreement Section 6.01, including any Losses (as defined herein) by any of them and/or any of Purchaser's Representatives for any injuries or property damage while present at the Operative AgreementsProjects.

Investigation by Purchaser. Seller Between the date of this Agreement and the Closing Date, to the extent permitted by Law, HCA will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants accountants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and access during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the operation all of the Generating Assetsassets, to Seller's properties, facilities, employees, agents, accountants and to the Assets (including access to the Generating Assets sites), but only to the extent that such access does not unreasonably interfere with the operation Books and Records of the Generating Assets Business and (b) will furnish or make available to Purchaser and its Representatives, upon request a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and such representatives during such period all such information and data (including including, without limitation, copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance Business in the possession of the Assets and the Assumed Liabilities as Purchaser HCA or its Representatives Affiliates or such representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other document, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract or License applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.08. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreementsrequest; provided, however, such investigation shall be coordinated through persons as may be designated in writing by HCA for such purpose. Purchaser’s right of access and inspection shall be made in such a manner as not to interfere unreasonably with the operation of the Business or the Acquired Entities. In this regard, Purchaser agrees that Seller such inspection shall not take place, and no employees or other personnel of the Business shall be contacted by Purchaser’s representatives, without first coordinating such contact or inspection with either Gxxxx Xxxxxx or the chief executive officer of the appropriate Hospital (and giving notice of such request to Gxxxx Xxxxxx or his designee). Notwithstanding the foregoing, Purchaser understands that (x) with respect to documents and information deemed by HCA in good faith to be market sensitive or competitive in nature, (1) HCA will identify such documents and information to Purchaser, (2) if requested by Purchaser, HCA will provide such documents and information to Purchaser’s outside attorneys and accountants (who will be bound by confidentiality agreements) for their review, and (3) any report by such attorneys and accountants to Purchaser with respect to such documents and information will be in writing and subject to prior review and reasonable approval by HCA to confirm that any market sensitive or competitive information is not made available to Purchaser, (y) litigation and other materials (including internal/external legal audit letters or reviews, patient records and similar patient information, PRO information, National Data Bank reports, peer and quality review information and other physician-specific confidential information) that are deemed privileged or confidential by HCA and materials which HCA or its Affiliates may not disclose without violating confidentiality agreements with third parties will not be made available to Purchaser, and (z) HCA shall not be obligated, obligated to generate or produce information in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of prescribed format not customarily produced by HCA and its rights or benefits under this Agreement or the Operative AgreementsAffiliates.

Investigation by Purchaser. Seller will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the operation of the Generating AssetsPGE Colstrip Interests, to Seller's accountants accountants, and, subject to the terms and conditions of the Colstrip Contracts, to the Assets (including including, to the extent it is within Seller's power to do so, access to the Generating Assets sitesColstrip Facilities site), but only to the extent that such access does not unreasonably interfere with Seller's business and the operation of the Generating Assets and Assets, (b) make available to Purchaser and its Representatives, upon request request, a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission OPUC or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance of the PGE Colstrip Interests and the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other documentdocuments, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract Contract, License or License Environmental Permit applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.085.07. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreements.

Investigation by Purchaser. Seller Between the date of this Agreement and the Closing Date, to the extent permitted by Law, Sellers will (a) provide Purchaser and its officers, employees, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants accountants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and access during normal business hours, to the Employees and such other officers, employees and agents of Seller who have any responsibility for the operation all of the Generating Assetsassets, to Seller's properties, facilities, employees, agents, accountants and to the Assets (including access to the Generating Assets sites), but only to the extent that such access does not unreasonably interfere with the operation Books and Records of the Generating Assets any Acquired Entity and (b) will furnish or make available to Purchaser and its Representatives, upon request a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and such representatives during such period all such information and data (including including, without limitation, copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownershipbusiness, operation and maintenance operations or affairs of any Acquired Entity in the Assets and the Assumed Liabilities possession of any Seller or any Acquired Entity or under their control as Purchaser or its Representatives such representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other document, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract or License applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.08. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreementsrequest; provided, however, such investigation shall be coordinated through persons as may be designated in writing by HCA for such purpose. Purchaser's right of access and inspection shall be made in such a manner as not to interfere unreasonably with the operation of the Company. In this regard, Purchaser agrees that Seller such inspection shall not take place, and no employees or other personnel of the Company shall be contacted by Purchaser's representatives, without first coordinating such contact or inspection with Jeffrey D. Stone, Vice President of HCA, R. Blaine Faulkner, Senixx Xxxx Xxxxxxxxt, Strategic Planning and Dxxxxxxxxxx xx XCN, any of the officers of the Company listed in the definition of the term "Knowledge of Sellers," or their designee. Notwithstanding the foregoing, Purchaser understands that (x) litigation and other materials (including internal/external legal audit letters or reviews, patient records and similar patient information, PRO information, National Data Bank reports, peer and quality review information and other physician- specific confidential information, and all information relating to the governmental investigation of HCA) that are deemed privileged or confidential by Sellers and materials which Sellers may not disclose without violating confidentiality agreements with third parties will not be made available to Purchaser, and (y) except for information that Sellers have agreed to deliver (or cause the Company to deliver) in accordance with this Agreement, Sellers shall not be obligatedobligated to generate or produce information in any prescribed format not customarily produced by Sellers unless the generation or production thereof, either individually or in connection with such cooperation the aggregate, shall not be unduly burdensome, monetarily or consentotherwise, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement Sellers or the Operative AgreementsCompany and shall not interfere unreasonably with the operation of the Company.

Investigation by Purchaser. (a) Subject to the terms of the Confidentiality Agreement and to applicable Laws (including, without limitation, antitrust Laws and Gaming Laws), Seller will (ai) provide Purchaser and its their respective officers, directors, employees, agents, counsel, accountants, financial advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives representatives, any Person who is considering providing financing to Purchaser for all or any portion of the Final Purchase Price, any appraiser EXECUTION COPY of the Assets and Properties all of whom shall have an express duty of confidentiality to Purchaser for the benefit of Purchaser, Seller and the Company (collectively, "Purchaser Representatives") with full reasonable access, upon reasonable prior notice and (not less than 24 hours), during normal business hourshours (or at such other times as Seller may specify) and subject to reasonable scheduling, to such Employees and agents of the Company who have significant responsibility for the conduct of the Business, to the Employees Company's and such other officers, employees and agents of Seller who have any responsibility for the operation of the Generating Assets, to Seller's accountants and to the Assets and Properties of the Company, and (including access ii) furnish Purchaser and such other Persons with all such information and data (including, without limitation, copies of Contracts, Licenses, and other Books and Records) concerning the Business, the Assets and Properties of the Company as Purchaser or any of such other Persons reasonably may request in connection with such investigation and (iii) permit the Purchaser's senior officers to meet with their respective personnel who are responsible for the Generating Assets sitesFinancial Statements, internal controls, and disclosure controls and procedures of the Company to discuss such matters as the Purchaser may deem reasonably necessary or appropriate for the Purchaser to satisfy its obligations (if any) under SOX after the Closing Date; provided, however, that (i) Purchaser shall not initiate contact with Employees or other agents and representatives of the Company without the prior written consent of such representatives of Seller as shall be designated by Seller for such purpose (Seller's Representatives), but only to and, at Seller's option, a Seller Representative or other agent of Seller shall be present at all such meetings with Employees or other agents and representatives of the extent that such access does Company and (ii) Purchaser shall not unreasonably interfere with the operation of the Generating Assets and (b) make available to Purchaser and its Representatives, upon request a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission or any other relevant Governmental or Regulatory Authority and relating to the ownership, operation and maintenance of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance of the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other document, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract or License applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.08. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative AgreementsBusiness.

Investigation by Purchaser. Seller Prior to the Closing, upon reasonable -------------------------- notice from Purchaser to Prestolite, Prestolite will afford to the employees, officers, attorneys, accountants, environmental consultants or other authorized representatives of Purchaser reasonable access during normal business hours to the Facility, assets and the books and records of the Business so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, such review, examination and investigation of the Business or the Acquired Assets as Purchaser may reasonably desire to make in order to (a) provide confirm the accuracy of Prestolite's representations and warranties contained in Section 2.1 of this ----------- Agreement; (b) verify and confirm the existence, status or extent of the Acquired Assets and Assumed Liabilities; or (c) make such due diligence inquiries as it determines in its sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary in connection with such review, examination and investigation. Purchaser will not contact any employees or customers of Prestolite without the prior approval of an authorized representative of Prestolite. Notwithstanding the foregoing, nothing in this Agreement will obligate Prestolite to take actions that would unreasonably disrupt its normal course of business, permit any environmental sampling or testing, violate the terms of any applicable Law or any contract or agreement to which it is a party or by which any of its assets are subject, or grant access to any proprietary or confidential information, provided that Prestolite agrees that it will not unreasonably withhold its consent to any request by the Purchaser to conduct environmental sampling or testing. Prior to the Closing, with the prior written consent from Prestolite in each instance (which consent shall not be unreasonably withheld), Purchaser, and its officers, employees, counsel, accountants, financial agents and advisors, potential lenders, Purchaser's and potential lenders' consultants and other representatives (collectively, "Representatives") with full access, upon reasonable prior notice and during normal business hours, to the Employees and such other officers, employees and agents of Seller who shall have any responsibility for the operation of the Generating Assets, to Seller's accountants and to the Assets (including access to the Generating Assets sites)vendors, but only to the extent that such access does not unreasonably interfere customers and others having business dealings with the operation of the Generating Assets and (b) make available to Purchaser and its Representatives, upon request a copy of each report, schedule or other document filed or received by Seller between the Bid Date and the Closing with or from the SEC, FERC, EPA, Montana Public Service Commission or any other relevant Governmental or Regulatory Authority and Prestolite relating to the ownership, operation and maintenance Business for purposes of the Assets or the transactions contemplated by this Agreement, and all such information and data (including copies of Business Contracts, Transferable Permits, Fuel Contracts, Colstrip Contracts, Power Purchase/Exchange Agreements, Benefit Plans and other Business Books and Records) concerning the ownership, operation and maintenance of the Assets and the Assumed Liabilities as Purchaser or its Representatives reasonably may request in connection with such investigation, except to the extent that furnishing any such report, schedule, other document, information or data would violate any Law, Order (including any protective order or similar confidentiality obligation), Contract or License applicable to Seller or by which any of its Assets and Properties is bound. In furtherance of the foregoing, Seller agrees to cooperate with Purchaser in connection with performing Purchaser's efforts to obtain Purchaser Financing, as defined in Section 5.08. Seller's cooperation shall include the negotiation and execution of a consent with the lenders with respect to the Operative Agreements, which consent shall include providing such lenders with rights to cure a Purchaser default under the Operative Agreements; provided, however, that Seller shall not be obligated, in connection with such cooperation or consent, to take any action or enter into any agreement that would have any adverse effect on Seller or any of its rights or benefits under this Agreement or the Operative Agreementsdue diligence investigation.