Investigation of Business. Access to Properties and --------------------------------------------------- Records. (a) Subject to currently existing contractual and legal restrictions ------- applicable to Seller, Section 6.10 hereof and applicable Law, Seller shall and shall cause its Affiliates to afford to representatives of Buyer reasonable access to their respective offices, properties, books and records, of and relating to the Sites, during normal business hours, as Buyer may reasonably request in its review of the Sites, such access not to damage, or unreasonably interfere with or disrupt, the operations of the Sites. Without limiting the generality of the foregoing, Buyer may commission third parties, at Buyer's sole cost and expense, to perform reasonable investigation required to confirm the accuracy of the representation (without qualification by knowledge) set forth in clause (f) of Section 4.4. In no event shall Buyer take or permit any action in its investigation of any Site which impairs or otherwise interferes with the use and operation of any active Equipment on or communications operations being conducted at a Site. All requests for access to the offices, properties, books and records, of and relating to the Sites shall be made to the Seller Representatives, who shall be solely responsible for coordinating all such requests and all access permitted hereunder and who shall have the right to accompany Buyer on any actual inspections. It is further understood and agreed that Buyer shall cooperate and consult with Seller in connection with its due diligence review of the Portfolio, and neither Buyer nor its representatives shall contact any employees, customers or suppliers of Seller, any owners/landlords of Leased/Licensed Sites or any other Person in connection with the transactions contemplated hereby or Buyer's investigation of the Sites, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the Seller Representatives. Buyer shall indemnify Seller for any disruptions, damages or injuries caused by, or incurred in connection with, Buyer's inspection of the Sites.
Investigation of Business. From the date hereof until the Closing, each of the parties hereto will afford the other parties hereto and their respective representatives, including attorneys and accountants, full access at all reasonable times to its officers, employees, properties, contracts and books and records to enable such other party to make a full investigation of its business. Each party will also furnish each other party with such financial, operating and other information as such party may reasonably request in making such investigation.
Investigation of Business. The Buyer may, prior to the Closing Date and through its own personnel, independent accountants and attorneys, make such investigation of the Company, including the confirmation of cash and cash equivalents, inventories, receivables and liabilities, and the inspection of real and personal properties and equipment, as it deems necessary or advisable; provided, however, that such investigation shall not in any way release either the Shareholder or the Company from their representations and warranties hereunder; and further provided that any such investigation shall be conducted upon reasonable prior notice in such a manner so as to minimize any disruption to the personnel and operations of the Company. Consistent with the immediately preceding sentence, the Company and the Shareholder agree to permit the Buyer and its representatives to have, after the date of execution hereof, full access to the premises and to all the books and records of the Company and to furnish the Buyer with such existing financial and operating data and other information with respect to the business and properties of the Company as the Buyer shall from time to time reasonably request. In addition, the Company and the Shareholder will cause the Company's accountants to make their personnel, work papers and such other requested documentation relating to their work papers and to their reports on the books and records of the Company, as is reasonably requested in connection with any such investigation, available to the Buyer and its independent public accountants and attorneys during regular business hours. In the event of the termination of this Agreement, the Buyer will deliver to the Company all documents, work papers and other material obtained by the Buyer or on behalf of the Buyer from the Company as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and Buyer shall continue to comply with the provisions of a Confidentiality Agreement previously executed wit the Company, which shall survive the termination of this Agreement..
Investigation of Business. 23 5.3 Best Efforts; No Inconsistent Action . . . . . . . . . . 23 5.4
Investigation of Business. The Trust may, prior to the Closing Date and through its own personnel, independent accountants and attorneys, make such investigation of Sunburst, including the confirmation of cash and cash equivalents, inventories, receivables and liabilities, and the inspection of real and personal properties and equipment, as it deems necessary or advisable; provided, however, that such investigation shall not in any way release Chase from its representations and warranties or affect any of the Trust’s rights under this Agreement including without limitation under Articles 10 and 12; and further provided that any such investigation shall be conducted upon reasonable prior notice in such a manner so as to minimize any disruption to the personnel and operations of Sunburst and Chase. Consistent with the immediately preceding sentence, Chase agrees to permit the Trust and its representatives to have, after the date of execution hereof, full access to the premises and to all the books and records of Sunburst and to furnish the Trust with financial and operating data and other information with respect to the business and properties of Sunburst as the Trust shall from time to time reasonably request. In addition, Chase will cause Sunburst’s accountants to make their personnel, work papers and such other requested documentation relating to their work papers and to their reports on the books and records of Sunburst, as is reasonably requested in connection with any such investigation, available to the Trust and its accountants and attorneys during regular business hours. In the event of the termination of this Agreement, the Trust will deliver to Sunburst all documents, work papers and other material obtained by the Trust or on behalf of the Trust from Sunburst as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and Trust shall continue to hold all such information confidential, which obligation shall survive the termination of this Agreement.
Investigation of Business. The Buyers may, prior to the Closing Date, make or cause to be made such investigation of the Business and of the financial and legal condition of the Sellers as the Buyers deem necessary or advisable. The Sellers will permit the Buyers and their authorized agents or representatives, including their independent accountants, to have full access to the Business, Books and Records at reasonable hours to review information and documentation relative to the properties, books, Contracts and commitments relating to the Assets and the
Investigation of Business. (a) Purchaser may, prior to the Closing Date, make or cause to be made such investigation of the business and properties of the FHS Companies and the Asset Sellers in respect of the Business and of their financial and legal condition as Purchaser deems necessary or advisable. ITT will, or will cause its Subsidiaries to, permit Purchaser and its authorized agents or representatives, including its independent accountants, to have reasonable access to the properties, books and records of the FHS Companies and the Asset Sellers in respect of the Business at reasonable hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Business; provided, that such investigation shall only be upon reasonable notice, shall not unreasonably disrupt personnel and operations of the Business, shall be subject to confidentiality restrictions required by law, and shall be at Purchaser's sole risk and expense. All requests for access to the offices, properties, books and records of ITT, the Asset Sellers and the FHS Companies shall be made to such representatives of ITT as ITT shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its representatives shall contact any of the employees, customers, suppliers, or any Seller or any of their Subsidiaries or Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of such representatives of ITT.
Investigation of Business. Buyer and IP Buyer may, prior to the Closing Date, make or cause to be made such investigation of the business and properties of the Business and of its financial and legal condition as Buyer and IP Buyer deem necessary or advisable, including, without limitation the right to conduct a reasonable environmental investigation of the Facility at their sole cost and expense; provided that such investigations do not materially interfere with the Business. Eagle will permit Buyer and IP Buyer and their respective authorized agents or representatives, including their independent accountants, to have full access to the properties, books and records of the Business at reasonable hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Business. Buyer and IP Buyer and their respective representatives will hold in confidence all confidential information obtained from Eagle, its officers, agents, representatives or employees in accordance with the provisions of the letter dated January 24, 2001 between Buyer and Eagle (the "Confidentiality Letter").
Investigation of Business. Access to Properties and Records.
Investigation of Business. Buyer may, prior to the Closing Date, make or cause to be made such reasonable investigation of the business and properties of the Business and of its financial and legal condition as Buyer deems necessary or advisable. The Sellers will permit Buyer and its authorized agents or representatives, including its independent accountants and financing sources, to have full access to the properties, books and records, suppliers, employees and personnel, accountants, attorneys and other advisors of the Business at reasonable hours to review matters related to the Business; PROVIDED, HOWEVER, that Buyer shall not have access to customer lists (or other customer-specific information) prior to Closing. Buyer and its representatives will hold in confidence all confidential information obtained from the Sellers or UIC, its officers, agents, representatives or employees in accordance with the provisions of the letter dated October 8, 1998 between an affiliate of Buyer and UIC ("CONFIDENTIALITY LETTER").
