Investigation of Business. During the Interim Period, and subject to applicable Laws, the terms of any confidentiality restrictions under Contracts to which a member of the Seller Group is a party as of the date hereof and Section 6.4, Purchaser shall be entitled, including through its Representatives, to have such reasonable access to the properties, businesses, operations, personnel and books and records of, or pertaining to, the Transferred Assets and the Business as it reasonably requests in connection with Purchaser’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be at Purchaser’s expense and shall be conducted on reasonable advance written notice, during regular business hours and shall be subject to restrictions under applicable Law. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of Seller or (ii) require Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality or privacy obligations to which 249717839 v15 Seller is bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations or Laws; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligations. All requests for information made pursuant to this Section 6.2 shall be directed to an executive officer of Seller or such other person as designated by Seller.
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. 44 6.3 Reasonable Best Efforts; No Inconsistent Action............... 46 6.4
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. (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. 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. 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 deems necessary or advisable. SeraCare will permit Buyer and its authorized agents or representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Business during business hours to review information and documentation relative to the properties, books, Contracts, commitments and other records of the Business; provided, however, that Buyer shall not have the ability to communicate directly with customers of the Business or have access to customer lists principally related to the Business (or other customer-specific information) prior to Closing unless and until Buyer executes a non-solicitation agreement in a form mutually satisfactory to SeraCare and Buyer. Buyer and its representatives will hold in confidence all confidential information obtained from SeraCare, its officers, agents, representatives, employees or customers, as the case may be, in accordance with the provisions of the Non-disclosure Agreement, dated as of May 25, 2006, between Buyer and SeraCare, as amended and currently in effect (the “Confidentiality Letter”).
Investigation of Business. Access to Properties and Records.
Investigation of Business. Seller shall permit Buyer and its authorized Representatives, including its independent accountants, to have reasonable access at reasonable times during normal business hours and upon reasonable advance notice to Seller to the Facilities and non-privileged Books and Records to review information and documentation relative to the properties, books, contracts, commitments and other records of Seller with respect or related to the Business; provided, however, that any such investigation does not unreasonably interfere with the normal operations of the Business and provided, further, that prior to the Closing Buyer shall not have access to any information that Seller is prohibited, by Law or by a confidentiality agreement with a third party, from disclosing to Buyer. Seller shall also provide Buyer with monthly financial statements, operating reports and management reports for the Business in the form prepared by Seller in the ordinary course and all material correspondence with customers of the Business. Seller shall timely furnish to Buyer such financial and operating data and other information regarding the Business and the Assets that Buyer may from time to time reasonably request. In addition, upon reasonable advance request from Buyer for purposes of a smooth and efficient transfer and integration of the Business and other reasonable purposes, Seller shall use its commercially reasonable efforts to arrange meetings (whether telephonic or in person) with employees, customers and suppliers of the Business, provided that (i) Buyer 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) Buyer shall coordinate all such meetings with a Seller employee who will be designated by Seller and shall not directly or indirectly contact any other employee of Seller or of the Business without the prior approval of such designated employee.
Investigation of Business. (a) The Buyer may, prior to the Closing Date and through its own personnel, independent agents, accountants and attorneys, make such investigation of the Company, including, without limitation, 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 the Shareholders 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 Shareholders agree to permit the Buyer and its representatives to have 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 Shareholders 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 agents, accountants and attorneys during regular business hours.
