Common use of Investigation of the Business Clause in Contracts

Investigation of the Business. Upon the request of Buyer, the Xxxxxx Entities shall afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 72-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Xxxxxx Entities. It is expressly understood that, pursuant to this Section 5.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the Stations, such inspections of the Stations for the purpose of appraising the Purchased Assets and such audits of the Stations’ financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the Stations; provided, that neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer’s right to rely upon any representation or warranty made by the Xxxxxx Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 11.1 hereof. Buyer shall give the Xxxxxx Entities prompt written notice if Buyer discovers facts or circumstances that would cause any of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when and as made, nor constitute a material breach of this Agreement.

Investigation of the Business. Upon the request of Buyer, the Xxxxxx ACME Entities shall afford and cause the Company to afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 72-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested; provided, however, . Buyer agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Xxxxxx EntitiesStation. It is expressly understood that, pursuant to this Section 5.16.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the StationsStation, such inspections of the Stations Station for the purpose of appraising the Purchased Assets Business and such audits of the Stations’ Company's or Station's financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the StationsStation; provided, that neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer’s 's right to rely upon any representation or warranty made by the Xxxxxx ACME Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 11.1 13.1 hereof. Buyer shall give the Xxxxxx Entities prompt written notice if Buyer discovers facts or circumstances that would cause any of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when and as made, nor constitute a material breach of this Agreement.

Investigation of the Business. Upon the request of BuyerOptionee, the Xxxxxx Entities Tribune Denver shall afford to the officers, employees and authorized representatives of Buyer Optionee (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 7224-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Business to the extent Buyer Optionee shall reasonably deem necessary or desirable and shall furnish to Buyer Optionee or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, . Optionee agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Xxxxxx EntitiesTribune Denver. It is expressly Table of Contents understood that, pursuant to this Section 5.16.1, BuyerOptionee, at its sole expense, shall be entitled to make such engineering inspections of the Stations, such inspections of the Stations for the purpose of appraising the Purchased Assets and such audits of the Stations’ financial records as Buyer Optionee may desire, so long as the same do not unreasonably interfere with the operation of the Stations; provided, that neither the furnishing of such information to Buyer Optionee or its representatives nor any investigation made heretofore or hereafter by Buyer Optionee shall affect BuyerOptionee’s right to rely upon any representation or warranty made by the Xxxxxx Entities Tribune or Tribune Denver in this Agreement, each of which shall survive any furnishing of information to Buyer Optionee or its agents, or any investigation by Buyer Optionee or its agents, subject to Section 11.1 12.1 hereof. Buyer shall give the Xxxxxx Entities prompt written notice if Buyer discovers facts or circumstances that would cause any of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when and as made, nor constitute a material breach of this Agreement.

Investigation of the Business. Upon the request of Buyer, the Xxxxxx Emmis Entities shall afford to the ----------------------------- officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 7224-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that any such investigation shall be conducted in such a -------- ------- manner as not to interfere unreasonably with the operations of the Xxxxxx Emmis Entities. It is expressly understood that, pursuant to this Section 5.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the Stations----------- Station, such inspections of the Stations Station for the purpose of appraising the Purchased Assets and such audits of the Stations’ Station's financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the StationsStation; provided, that neither the furnishing of such information to Buyer or its representatives nor any -------- investigation made heretofore or hereafter by Buyer shall affect Buyer’s 's right to rely upon any representation or warranty made by the Xxxxxx Emmis Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 11.1 hereof. Buyer shall give the Xxxxxx Entities prompt written notice if Buyer discovers facts or circumstances that would cause any of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when and as made, nor constitute a material breach of this Agreementextent provided herein.

Investigation of the Business. Upon the request of Buyer, the Xxxxxx SBS Entities shall afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 7224-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Xxxxxx SBS Entities and, subject to any contact with the SBS Entities' employees, personnel, officers, agents and customers shall be coordinated through and subject to advance approval of the SBS Entities, which approval shall not be unreasonably withheld. Buyer acknowledges that the books and records of the SBS Entities are located in Coconut Grove, Florida. It is expressly understood that, pursuant to this Section 5.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the Stations, such inspections of the Stations for the purpose of appraising the Purchased Assets Station and such audits of the Stations’ Station's financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the StationsStation; provided, that that, except as provided in Section 5.6, neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer’s 's right to rely upon any representation or warranty made by the Xxxxxx SBS Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 11.1 hereof. Buyer shall give the Xxxxxx Entities prompt written notice if Buyer discovers facts or circumstances that would cause any of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when and as made, nor constitute a material breach of this Agreement.

Investigation of the Business. Upon the request of Buyer, the Xxxxxx Equity Entities shall afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 7224-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Xxxxxx Equity Entities. It is expressly understood that, pursuant to this Section 5.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the Stations, such inspections of the Stations for the purpose of appraising the Purchased Assets and such audits of the Stations’ financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the Stations; provided, that neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer’s right to rely upon any representation or warranty made by the Xxxxxx Equity Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 11.1 hereof. Buyer shall give In the Xxxxxx Entities prompt written notice if event Buyer discovers facts any discrepancy or circumstances any information during such investigation that would cause any Buyer reasonably believes to be a violation of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when terms and as made, nor constitute a material breach conditions of this Agreement, Buyer agrees to immediately disclose such discrepancy or information to the Sellers and to either (i) give the Sellers the opportunity to correct such discrepancy or problem subject to the cure provisions set forth herein, or in the alternative, to (ii) notify the Sellers that Buyer is waiving such finding as a condition to Closing.