Investigation of the Company. Prior to the Closing Date, Purchaser may make or cause to be made such investigation of the Company and of its financial and legal condition as appropriate or advisable to familiarize itself therewith. The Company agrees to furnish Purchaser and its employees, officers, agents, accountants, legal counsel and other representatives with all financial, operating and other data and information concerning the Company and commitments of the Company as Purchaser shall from time to time reasonably request and will afford Purchaser and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives access to the Company's offices (including access during normal business hours) to review such documents and its books and records and will be given opportunity to ask questions of, and receive answers from, representatives of the Company with respect to such matters. No investigations by Purchaser or its employees, representatives or agents shall reduce or otherwise affect the Liability of the Company or Shareholder with respect to any representations, warranties, covenants or agreements made herein or in an exhibit, schedule or other certificate, instrument, agreement or document (including the Disclosure Schedule), executed or delivered in connection with this Agreement. Any confidential information disclosed by the Company to Purchaser shall be subject to the non-disclosure obligations set forth in the Letter of Intent between Shareholder and Purchaser with respect to the Transaction.
Investigation of the Company. You shall have had the right prior to the Initial Closing to make such reasonable investigation of the Company and the assets and business of the Company as you shall deem necessary or advisable, but any such investigation shall not affect the representations, warranties and covenants of the Company contained herein or made pursuant hereto.
Investigation of the Company. Newpark shall have made an investigation of the business, properties (tangible and intangible), products, customers, plants, contracts and financial condition of the Company and shall have been satisfied with the results of such investigation. This condition shall be deemed satisfied unless Newpark notifies the Company in writing within fifteen (15) days of the date hereof that it is dissatisfied with the results of such investigation.
Investigation of the Company. LandCARE is entering into this Agreement voluntarily based upon its own investigation, judgment, and evaluation and not upon any representations of the Stockholder or the Company other than those specifically set forth in this Agreement.
Investigation of the Company. 18 ----------------------------- 3.8 DISCLOSURE......................................................18 -----------
Investigation of the Company. Newpark shall have made an investigation of the Technology and of the business, properties (tangible and intangible), contracts, liabilities, obligations and financial condition of the Company and shall have been satisfied with the results of such investigation.
Investigation of the Company. The Company and Stockholder ---------------------------- shall afford to the officers, employees and authorized representatives of Buyer including, without limitation, its independent public accountants, attorneys and financial advisors), reasonable access during normal business hours to the offices, properties, employees and business and financial records (including, without limitation, computer files, retrieval programs and similar documentation) of or relating to the Company to the extent Buyer shall deem necessary or desirable, and shall furnish to Buyer or its authorized representatives such additional information concerning the operations, properties and businesses of the Company as may be reasonably requested in writing, to enable Buyer or its authorized representatives to conduct an audit of the eligibility, premium data and cash collections of the Company, to verify the accuracy of the representations and warranties contained in this Agreement, to verify the accuracy of the financial statements referred to in Section 4.4 and to determine whether the conditions ----------- set forth in Articles VIII have been satisfied. Buyer agrees that such ------------- investigations shall be conducted in such manner as not to interfere unreasonably with the operation of the business of the Company. Buyer shall advise Stockholder and the Company of any matters discovered in the course of such investigation which Buyer believes indicates that Stockholder's representations and warranties hereunder are inaccurate in any material respect. No investigation made by Buyer or its authorized representatives hereunder shall affect the representations and warranties of Stockholder hereunder.
Investigation of the Company. Each Shareholder shall cause the Company to afford to the officers, employees and authorized representatives, including, without limitation, independent public accountants and attorneys, of Computone such reasonable access upon reasonable prior notice during normal working hours to the offices, properties, personnel, business and financial and other records of the Company as Computone shall deem necessary or desirable, and shall furnish to Computone or its authorized representatives such additional financial and operating and other data as shall be reasonably requested, including all such information and data as shall be necessary in order to enable Computone or its representatives to verify to their satisfaction the accuracy of the Company Financial Statements and the representations and warranties contained in Article II of this Agreement. No investigation made by Computone or its representatives, except to the extent of actual Knowledge by Computone of any inaccuracy or breach of the representations and warranties of the Shareholders contained herein, shall affect the representations and warranties of the Shareholders hereunder or the liability of the Shareholders with respect thereto.
Investigation of the Company. Prior to the Closing Date, Purchaser may make or cause to be made such investigation of the Company and of its financial and legal condition as appropriate or advisable to familiarize itself therewith. The Company agrees to furnish Purchaser and its employees, officers, agents, accountants, legal counsel and other representatives with all AGREEMENT AND PLAN OF MERGER AND REORGANIZATION - PAGE 21 27 financial, operating and other data and information concerning the Company and commitments of the Company as Purchaser shall from time to time reasonably request and will afford Purchaser and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives access to the Company's offices (including access during normal business hours) to review such documents and its books and records and will be given opportunity to ask questions of, and receive answers from, representatives of the Company with respect to such matters. No investigations by Purchaser or its employees, representatives or agents shall reduce or otherwise affect the Liability of the Company or Seller with respect to any representations, warranties, covenants or agreements made herein or in an exhibit, schedule or other certificate, instrument, agreement or document (including the Disclosure Schedule), executed or delivered in connection with this Agreement. Any confidential information disclosed by the Company to Purchaser shall be subject to the non-disclosure obligations set forth in the non-disclosure agreement between Seller and Purchaser with respect to the Transaction.
Investigation of the Company. Prior to the Closing, the Company agrees to furnish GRWW and the Subsidiary and their employees, officers, agents, accountants, legal counsel, and other representatives with all financial, operating, and other data and information concerning the Company and commitments of the Company as the Subsidiary will from time to time reasonably request and will afford GRWW and the Subsidiary and their employees, officers, accountants, attorneys, agents, investment bankers, and other authorized representatives the opportunity, during normal business hours, to review such documents and its books and records and they will be given opportunity to ask questions of, and receive answers from, representatives of the Company with respect to such matters. Any confidential information disclosed by the Company Shareholder and (or) the Company to the Subsidiary and (or) GRWW will be subject to the non-disclosure obligations set forth in the non-disclosure agreement between the Company Shareholder, the Subsidiary, and GRWW with respect to the Transaction.
