Common use of Access to Properties and Records Clause in Contracts

Access to Properties and Records. Each Party shall afford to the Representatives of the other Parties reasonable access to the properties, books and records of the Applicable Parties in order that the other Parties may have a full opportunity to make such reasonable investigation as they shall desire to make of the affairs of the other Parties (and the Applicable Parties), and will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties as a Party may from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties shall cooperate fully therein. No Party may make any Claim or request termination of the Agreement due to facts, circumstances and documents that were appropriately (i.e., in good faith and without efforts to conceal material information) Disclosed to them in accordance with this Agreement. In order that the Parties may investigate the business affairs of the Other Parties and Applicable Parties, each Party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party may reasonably request in writing, and cause its officers, employees, consultants, agents, accountants, and attorneys to reasonably cooperate in connection with such review and examination, and to make full disclosure to the other Parties of all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used in this ARTICLE VIII and ARTICLE IX below, the term “Applicable Parties” shall mean, with respect to Purchaser, Purchaser, and with respect to Seller, the Company Parties, and the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement of Share Capital

Appears in 1 contract

Samples: Sale and Purchase Agreement (Golden Matrix Group, Inc.)

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Access to Properties and Records. Each Party shall The Company and Battle -------------------------------- Mountain will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or Battle Mountain, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Battle Mountain, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Battle Mountain with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Battle Mountain Gold Exploration Corp.)

Access to Properties and Records. Each Party shall The Company and Otish --------------------------------- Will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Otish, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Otish with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Otish Mountain Diamond Co)

Access to Properties and Records. Each Party shall The Company and Mikwec will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Mikwec, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Mikwec with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Deep Well Oil & Gas Inc)

Access to Properties and Records. Each Party shall The Company and Trans Max --------------------------------- will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Trans Max, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Trans Max with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Perma Tune Electronics Inc)

Access to Properties and Records. Each Party shall afford to the Representatives of the other Parties reasonable access to the properties, books and records of the Applicable Parties in order that the other Parties may have a full opportunity to make such reasonable investigation as they shall desire to make of the affairs of the other Parties (and the Applicable Parties), and will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties as a Party may from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties shall cooperate fully therein. No Party may make any Claim or request termination of the Agreement due to facts, circumstances and documents that were appropriately (i.e., in good faith and without efforts to conceal material information) Disclosed to them in accordance with this Agreement. In order that the Parties may investigate the business affairs of the Other Parties and Applicable Parties, each Party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party may reasonably request in writing, and cause its officers, employees, consultants, agents, accountants, and attorneys to reasonably cooperate in connection with such review and examination, and to make full disclosure to the other Parties of all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used in this ARTICLE VIII X and ARTICLE IX XI below, the term “Applicable Parties” shall mean, with respect to Purchaser, Purchaser, and with respect to Seller, the Company Parties, and the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement of Share Capital

Appears in 1 contract

Samples: Sale and Purchase Agreement (Golden Matrix Group, Inc.)

Access to Properties and Records. Each Party shall The Company and Aero Marine -------------------------------- will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Aero Marine, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Aero Marine with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Princeton Ventures Inc)

Access to Properties and Records. Each Party shall The Company and MT will -------------------------------- each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or MT, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide MT with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Agreement (Java Juice Net)

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Access to Properties and Records. Each Party shall The Company and Safe Cell will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Safe Cell, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Safe Cell with quarterly internally prepared and un- audited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Share Exchange Agreement (Claremont Technologies Corp)

Access to Properties and Records. Each Party shall The Company and ----------------------------------- Sunshine will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or Sunshine, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Sunshine, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Sunshine with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Nano Holdings International, Inc.)

Access to Properties and Records. Each Party shall The Company and Healthrenu --------------------------------- will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company or Healthrenu, respectively, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Healthrenu, respectively, as a Party may the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Healthrenu with quarterly internally prepared and unaudited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Healthrenu Medical Inc)

Access to Properties and Records. Each Party shall The Company and Safe Cell will each afford to the Representatives officers and authorized representatives of the other Parties reasonable full access to the properties, books and records of the Applicable Parties Company, as the case may be, in order that the other Parties each may have a full opportunity to make such reasonable investigation as they it shall desire to make of the affairs of the other Parties (and the Applicable Parties)other, and each will furnish the other Parties with such additional financial and operating data and other information as to the business and properties of the Applicable Parties Company or Safe Cell, as a Party the case may be, as the other shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parties each party hereto shall cooperate fully therein. No Party may make investigation by a party hereto shall, however, diminish or waive in any Claim or request termination way any of the Agreement due to factsrepresentations, circumstances and documents that were appropriately (i.e.warranties, in good faith and without efforts to conceal material information) Disclosed to them in accordance with covenants or agreements of the other party under this Agreement. In order that the Parties each party may investigate as it may wish the business affairs of the Other Parties and Applicable Partiesother, each Party party shall (and shall cause the Applicable Parties to) furnish the other Parties during such period with all of such information and copies of such documents concerning the affairs of it as the requesting Party other party may reasonably request in writingrequest, and cause its officersofficer, employees, consultants, agents, accountants, and attorneys to reasonably cooperate fully in connection with such review and examination, and to make full disclosure to the other Parties of parties all material facts affecting its and its Applicable Parties’ financial condition, business operations, and the conduct of operations. As used Without limiting the foregoing, as soon as practicable after the end of each fiscal quarter (and in this ARTICLE VIII and ARTICLE IX below, any event through the term “Applicable Parties” shall mean, with respect last fiscal quarter prior to Purchaser, Purchaser, and with respect to Sellerthe Closing Date), the Company Parties, shall provide Safe Cell with quarterly internally prepared and un-audited financial statements for all periods up to the term “other Parties” shall refer to either Purchaser or the Company Parties, as the context dictates. Amended and Restated Sale and Purchase Agreement date of Share CapitalClosing.

Appears in 1 contract

Samples: Exchange Agreement (Claremont Technologies Corp)

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