Common use of Inspection of Properties and Books Clause in Contracts

Inspection of Properties and Books. Seller shall assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller, at reasonable times acceptable to both parties, including books of accounts and records of Seller, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to Seller's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment banker, counsel and accountants for their review. Purchaser shall instruct its officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller, within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws.

Inspection of Properties and Books. Seller So long as any Purchaser shall assist hold any individual or individuals designated by Securities, such Purchaser with reasonable prior notice and its representatives and agents (collectively, the "INSPECTORS") shall have the right, at such Purchaser's expense, to visit or and inspect any property of Sellerthe properties of the Company and of its subsidiaries, at reasonable times acceptable to both parties, including examine the books of accounts account and records of Sellerthe Company and of its subsidiaries, to make or be provided with copies and extracts or copies of such books and records and therefrom, to discuss the affairs, finances and accounts of Seller with the Company and of its subsidiaries with, and to be advised as to the same by, its and their officers, employees and shall use its best efforts independent public accountants (and by this provision the Company authorizes such accountants to obtain access for discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to such reasonable extent as such Purchaser to Seller's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth thereinmay desire; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment banker, counsel and accountants for their review. Purchaser each Inspector shall instruct its officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller, within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material hold in confidence and shall not disclose make any disclosure (except to such Purchaser) of any other party the Evaluation Material or information contained therein, with the exception of (i) such information which becomes the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (b) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (c) such information has been made generally available to the public other than as by disclosure in violation of this or any other agreement. The Company shall not be required to disclose any confidential information to any Inspector until and unless such Inspector shall have entered into confidentiality agreements (in form and substance satisfactory to the Company) with the Company with respect thereto, substantially in the form of this Section 4(o). Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a result court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure by Purchaserof, or (ii) to obtain a protective order for, the information included in deemed confidential. Notwithstanding the Evaluation Material which is first disclosed foregoing, the Company shall be permitted to withhold from disclosure under this paragraph any material protected by a third party not bound by a confidentiality agreement with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities lawsattorney-client privilege.

Inspection of Properties and Books. Seller So long as any Purchaser beneficially owns any Securities, such Purchaser and its representatives and agents (collectively, the “Inspectors”) shall assist any individual or individuals designated by Purchaser with reasonable prior notice have the right, at such Purchaser’s expense, to visit or and inspect any property of Sellerthe properties of the Company and of its Subsidiaries, at reasonable times acceptable to both parties, including examine the books of accounts account and records of Sellerthe Company and of its Subsidiaries, to make or be provided with copies and extracts or copies of such books and records and therefrom, to discuss the affairs, finances and accounts of Seller with the Company and of its Subsidiaries with, and to be advised as to the same by, its and their officers, employees and shall use its best efforts independent public accountants (and by this provision the Company authorizes such accountants to obtain access for Purchaser discuss such affairs, finances and accounts, whether or not a representative of the Company is present) all at such reasonable times and intervals and to Seller's accountants' work papers. As a condition to such reasonable extent as the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth thereinPurchasers may desire; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment banker, counsel and accountants for their review. Purchaser each Inspector shall instruct its officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller, within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material hold in confidence and shall not disclose make any disclosure (except to such Purchaser) of any other party such information which the Evaluation Material or information contained thereinCompany determines in good faith to be confidential, with and of which determination the exception of Inspectors are so notified, unless (i) the disclosure of such information which becomes is necessary to avoid or correct a misstatement or omission in any Registration Statement filed pursuant to the Registration Rights Agreement, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii) such information has been made generally available to the public other than as by disclosure in violation of this or any other agreement. Each Purchaser agrees that it shall, upon learning that disclosure of such information is sought in or by a result court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure by Purchaserof, or (ii) to obtain a protective order for, the information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities lawsdeemed confidential.

Inspection of Properties and Books. Seller MCSI shall assist any individual or individuals designated by Purchaser FDC with reasonable prior notice to visit or inspect any property of SellerMCSI, at reasonable times acceptable to both parties, including books of accounts and records of SellerMCSI, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller MCSI with its officers, and shall use its best reasonable commercial efforts to obtain access for Purchaser FDC to SellerMCSI's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller MCSI shall furnish to Purchaser FDC financial statements, documents and corporate materials ("Evaluation Material Material") which shall be used in connection with a due diligence review. The parties agree that Purchaser FDC shall treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser FDC is authorized to disclose the Evaluation Material to its investment banker, counsel and accountants for their review. Purchaser FDC shall instruct its officers, directors, employees, agents or representatives (including investment banker, counsel and accountants) of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material and derivative works shall be returned to SellerMCSI (or in the case of derivative works, destroyed), within ten days of a request therefor, with the understanding that Purchaser FDC shall retain no copies of the Evaluation Material or any derivative works and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by PurchaserFDC, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller MCSI and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws.

Inspection of Properties and Books. Seller Sellers shall assist Purchaser and any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of SellerADG, at reasonable times acceptable to both partiesparties and to ADG, including books of accounts and records of SellerADG, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller Sellers with its officers, and shall use its best commercially reasonable efforts to obtain access for Purchaser to Seller's ADG’s accountants' ’ work papers. As a condition to the Closing, the parties acknowledge and agree that Seller Sellers shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall use the Evaluation Material solely for the purposes of conducting its due diligence hereunder and agrees to treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment banker, counsel advisors and accountants representatives for their reviewthe purposes of evaluating the transactions contemplated hereby. Purchaser shall instruct its officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller, within ten days of a request thereforSellers, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement obligations with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities lawsrespect thereto.

Inspection of Properties and Books. Seller shall assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller, at reasonable times during Seller's normal business hours acceptable to both parties, including books of accounts and records of Seller, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to Seller's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat the Evaluation Material confidentially, confidentially and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment banker, counsel and accountants for their review. Purchaser shall instruct its officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller, within ten five days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws.

Inspection of Properties and Books. Seller Each party shall assist any individual or individuals designated by Purchaser the other parties with reasonable prior notice to visit or inspect any property of Sellerproperty, at reasonable times acceptable to both parties, including books of accounts and records of Sellerrecords, to make extracts or copies of such books and records and to discuss the its affairs, finances and accounts of Seller with its officersaccounts, and shall use its best efforts to obtain access for Purchaser to Seller's its accountants' work papers. As a condition to the Closing, the The parties acknowledge and agree that Seller each party shall furnish to Purchaser the other Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser they shall treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser each party is authorized to disclose the Evaluation Material to its investment banker, counsel lawyers and accountants for their reviewreview in connection with the transactions contemplated by this Agreement. Purchaser Each party shall instruct its officers, directors, partners, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring insuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Sellerthe respective party, within ten days of a request therefor, with the understanding that Purchaser the receiving party shall retain no copies of the Evaluation Material and shall not disclose to any other party person the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaserthe receiving party, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws.either party