Access to Documents; Opportunity to Ask Questions. The Seller shall provide the Purchasers with such information as the Purchasers from time to time reasonably may request with respect to the Business, and shall permit the Purchasers and any of the directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Purchasers' Representatives") reasonable access, during normal business hours and upon reasonable prior notice, to the properties, corporate records and books of accounts of the Business, as the Purchasers from time to time reasonably may request; provided, however, that the Seller shall not be obligated to provide the Purchasers with any information the provision of which may be prohibited by law or contractual obligation. No disclosure by the Seller whatsoever during any investigation by the Purchasers shall constitute an enlargement of or additional warranty or representation of the Seller beyond those expressly set forth in this Agreement. All information and access obtained by the Purchasers in connection with the transactions contemplated by this Agreement shall be subject to the terms and conditions of the letter agreement relating to confidentiality, dated as of November 7, 1995, between the Seller and the Parent (the "Confidentiality Agreement") which Confidentiality Agreement shall terminate on the Closing Date.
Appears in 1 contract
Access to Documents; Opportunity to Ask Questions. The Seller shall provide the Purchasers Purchaser with such information as the Purchasers Purchaser from time to time may reasonably may request with respect to the Business, and shall permit the Purchasers Purchaser and any of the its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Purchasers' Purchaser Representatives") reasonable access, during normal business hours and upon reasonable prior notice, to the properties, corporate records and books of accounts of the Business, as the Purchasers Purchaser from time to time may reasonably may request; provided, however, that the Seller shall not be obligated to provide the Purchasers Purchaser with any information the provision of which may be prohibited by law or contractual obligation. Without limiting the foregoing, the Purchaser shall have the right to conduct, at its own expense, a Phase I environmental assessment (provided, however, that, without the prior written approval of the Seller, the assessment shall not involve the collection or analysis of any samples) and the Seller shall provide the Purchaser reasonable access to the Seller's insurance manager or broker for the purposes of reviewing the Seller's current insurance policies relating to the Business and determining the insurance needs of the Business from and after the Closing. No disclosure by the Seller whatsoever during any investigation by the Purchasers Purchaser shall constitute an enlargement of or additional warranty or representation of the Seller beyond those expressly set forth in this Agreement. All information and access obtained by the Purchasers Purchaser in connection with the transactions contemplated by this Agreement shall be subject to the terms and conditions of the letter agreement relating to confidentiality, dated as of November 710, 1995, between the Seller Imo and the Parent Technical Systems Incorporated (the "Confidentiality Agreement") which Confidentiality Agreement shall terminate on the Closing Date).
Appears in 1 contract
Access to Documents; Opportunity to Ask Questions. The Seller shall provide the Purchasers Purchaser with such information as the Purchasers Purchaser from time to time reasonably may request with respect to the Business, and shall permit the Purchasers Purchaser and any of the its directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Purchasers' Purchaser Representatives") reasonable access, during normal business hours and upon reasonable prior notice, to the properties, corporate records and books of accounts of the Business, as the Purchasers Purchaser from time to time reasonably may request; provided, however, that the Seller shall not be obligated to provide the Purchasers Purchaser with any information the provision of which may be prohibited by law or contractual obligation. No disclosure by the Seller whatsoever during any investigation by the Purchasers Purchaser shall constitute an enlargement of or additional warranty or representation of the Seller beyond those expressly set forth in this Agreement. All information and access obtained by the Purchasers Purchaser in connection with the transactions contemplated by this Agreement shall be subject to the terms and conditions of the letter agreement relating to confidentiality, dated as of November December 7, 19951992, between the Seller and the Parent Purchaser (the "Confidentiality Agreement") which Confidentiality Agreement shall terminate on the Closing Date).
Appears in 1 contract
Access to Documents; Opportunity to Ask Questions. The Seller shall provide the Purchasers Buyer with such information as the Purchasers Buyer from time to time reasonably may request with respect to the BusinessProduct Line, and shall permit the Purchasers Buyer and any of the directors, officers, employees, counsel, representatives, accountants and auditors (collectively, the "Purchasers' Buyer Representatives") reasonable access, during normal business hours and upon reasonable prior notice, to the properties, corporate records and books of accounts of related to the BusinessProduct Line, as the Purchasers Buyer from time to time reasonably may request; provided, however, that the Seller shall not be obligated to provide the Purchasers Buyer with any information the provision of which may be prohibited by law or contractual obligation. No disclosure by the Seller whatsoever during any investigation by the Purchasers Buyer shall constitute an enlargement of of, or additional warranty or representation of of, the Seller beyond those expressly set forth in this Agreement. All information and access obtained by the Purchasers Buyer in connection with the transactions contemplated by this Agreement shall be subject to the terms and conditions of the letter agreement relating to confidentiality, dated as of November 7May 6, 19951996, between the Seller and the Parent Buyer (the "Confidentiality Agreement") which Confidentiality Agreement shall terminate on the Closing Date).
Appears in 1 contract
Samples: Asset Purchase Agreement (Cypros Pharmaceutical Corp)