Common use of Corporate Examinations and Investigations Clause in Contracts

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business and operations of the Company, and such examination of the books, records and financial condition of the Company as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers shall make available and shall cause the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer Stockholders agree that Metromedia shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxxany counsel, L.L.P.tax advisors and accountants, KPMG Peat Marwick, LLP, to conduct its due diligence investigation (the "Due Diligence Investigation") and Xxxxxx Xxxxxxxx LLP to make such investigation of the assetsProperties, properties, business businesses and operations of the CompanyCompany and the Subsidiaries, and such examination of the books, records and financial condition of the Company and the Subsidiaries, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Stockholders shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Metromedia shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Stockholders contained in this AgreementAgreement except as otherwise specifically set forth herein. In order that the Buyer Metromedia may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanyCompany and the Subsidiaries, the Sellers Stockholders shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer Metromedia during such period all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer Metromedia access to the properties Properties of the Company and the Subsidiaries and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors (i) Metromedia shall keep confidential and shall not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetstheir Properties, business businesses and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4)sources, or already known or subsequently developed by the Buyer Metromedia independently of any investigation of the Company. If this Agreement terminatesCompany or the Subsidiaries or through sources which, to the Knowledge of Metromedia are not subject to an obligation of confidentiality otherwise required by law to be disclosed provided, however, that if required by law to be disclosed, Metromedia shall give the Company and the Stockholders written notice of such disclosure and a reasonable opportunity to obtain a protective order, and (ii) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer (1) PURCHASER shall be entitled, through its employeesemployees and representatives, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, liabilities, properties, business and operations of each of the CompanySUBSIDIARIES, and such examination of the its books, records and financial condition of the Company condition, as it wishesPURCHASER elects. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstancescircumstances so as not to interfere with the smooth operation of any of ANTHEM, SELLER, and the Company and the Sellers SUBSIDIARIES, each of which ANTHEM shall cause to cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may PURCHASER might have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of each of the CompanySUBSIDIARIES, the Sellers shall make available and ANTHEM shall cause each of the Company SUBSIDIARIES to make available to furnish the representatives of the Buyer during such period PURCHASER with access to all such information and copies of such documents concerning the its affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof request and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If PURCHASER shall promptly notify SELLER of any event, condition or circumstance discovered during its investigation of any of the SUBSIDIARIES that could constitute a breach or default under this Agreement terminatesAGREEMENT by ANTHEM or SELLER. No notification made by PURCHASER pursuant to this Section 7.01 shall be deemed to cure any breach of a representation or warranty made in this AGREEMENT, the Buyer nor shall any such notification be deemed to constitute to give rise to a waiver (full or partial) of any condition precedent to PURCHASER's obligations under this AGREEMENT or otherwise affect any right of PURCHASER to pursue breach of warranty or misrepresentation claims against ANTHEM or SELLER. (2) PURCHASER shall, and their shall cause each of its directors, officers, employees, agents and representatives (collectively, "PURCHASER'S REPRESENTATIVES") to, use all information relating to any of ANTHEM, SELLER, and contractors the SUBSIDIARIES acquired by any of them pursuant to the provisions of this AGREEMENT or in the course of negotiations with ANTHEM or SELLER or examination of any of the SELLER and the SUBSIDIARIES only in connection with the transactions contemplated hereby and shall keep confidential cause all information obtained by any of them pursuant to this AGREEMENT and such negotiations and examinations, to the extent not publicly available, to be kept confidential. In the event of termination of this AGREEMENT, PURCHASER will cause to be delivered to SELLER the original and all copies of all documents, work papers and other material obtained by any of PURCHASER and PURCHASER'S REPRESENTATIVES from any of ANTHEM, SELLER, and the SUBSIDIARIES, without retaining (or permitting or suffering retention by any of PURCHASER'S REPRESENTATIVES of) copies thereof, whether so obtained before or after the date hereof, and PURCHASER shall not, and shall not permit or suffer PURCHASER'S REPRESENTATIVES to, use in any manner or disclose, directly or indirectly, any information or documents obtained from relating to any of ANTHEM, SELLER, and the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result SUBSIDIARIES acquired by any of a violation them pursuant to the provisions of this Section 5.4), AGREEMENT or already known in the course of negotiations with ANTHEM or subsequently developed by the Buyer independently SELLER or examination of any investigation of the Company. If this Agreement terminates, any documents obtained from the CompanySUBSIDIARIES, and will cause all copies thereofsuch information to be kept confidential. All information relating to any of ANTHEM, SELLER, and the SUBSIDIARIES acquired by PURCHASER and/or PURCHASER'S REPRESENTATIVES pursuant to the provisions of this AGREEMENT or in the course of negotiations with or examination of any of ANTHEM, SELLER, and the SUBSIDIARIES shall be returneddeemed to be confidential information under and shall be subject the terms and provisions of that certain letter agreement made as of January 15, 1997 between PURCHASER and Credit Suisse First Boston on behalf of ANTHEM (the "CONFIDENTIALITY AGREEMENT").

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller agrees that the Buyer shall be entitled, through its employees, representatives their employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss Xxxx, Weiss, Rifkind, Xxxxxxx & XxxxxXxxxxxxx, L.L.P.Xxxxxx & Xxxxxx, and KPMG Peat MarwickMarwick (collectively, LLPthe "Representatives"), and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the CompanySeller and the Subsidiaries, and such examination of the books, records and financial condition of the Company Seller and the Subsidiaries, as it wishesthey wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company Seller shall, and shall cause the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it they may wish of the business and affairs of the CompanySeller and the Subsidiaries, the Sellers Seller shall make available and shall cause the Company Subsidiaries to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company Seller and the Subsidiaries as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives reasonable access to the properties of the Company Seller and the Subsidiaries and all parts thereof including access for the purpose of conducting sampling of the air, soil, surface water and groundwater and shall cause the their officers, employeesEmployees, consultantsconsul tants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. The Seller shall make reasonably available and shall cause the Subsidiaries to make reasonably available to the Representatives during such period all reports, assessments, audits, reviews, plans, analyses and other documents or correspondence in the possession or control of the Seller or any of the Subsidiaries relating to the condition of the Environment, the effect of the operations of the Seller or any of the Subsidiaries on the Environment or the compliance of the Seller or any of the Subsidiaries with Safety and Environmental Laws. If this Agreement terminates, (a) the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company Seller or the Subsidiaries concerning its assetstheir properties, business businesses and operations, unless (i) use or disclosure of such information or documents shall, based on the advice of its legal counsel, be required by applicable Law or Order of any Governmental Body, (ii) use or disclosure of such information or documents is reasonably required, based on the advice of its legal counsel, in connection with any Claim against or involving the Buyer or (iii) such information or documents are readily ascertainable from public or published information, information or trade sources (in each such case unless other than information known generally to the public as a result of a violation of this Section 5.4), 5.2) or are already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, Seller or the Subsidiaries; and (b) any documents obtained from the Company, Seller or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller and Stockholder agree that Buyer shall be entitled, through its directors, officers, employees, representatives attorneys, accountants, representatives, consultants and contractorsother agents (collectively, including"Representatives"), without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the CompanySeller and Stockholder, and such examination of the books, records and financial condition of the Company Seller and Stockholder, as it wishesBuyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company Stockholder shall, and the Sellers shall cause Seller to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller or the Sellers under Stockholder contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish reasonably deem necessary of the business and affairs of the CompanySeller, the Sellers Seller shall make available and the Stockholder shall cause the Company Seller to make available to the representatives Representatives of the Buyer during such period period, without however causing any unreasonable interruption in the operations of Seller, all such information and copies of such documents and records concerning the affairs of the Company Seller as such representatives Representatives may reasonably request, shall permit the contractors and representatives Representatives of the Buyer access to the properties of the Company Seller and all parts thereof and to their respective customers, suppliers, contractors and others, and shall cause Seller and the officers, employees, consultants, agents, accountants and attorneys of the Company Seller's Representatives to cooperate in all reasonable respects with such contractors and representatives fully in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller agrees that the Buyer shall be entitled, through its employeesemployees and representatives, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the CompanyCompany and the Subsidiaries, and such examination of the books, records and financial condition of the Company and the Subsidiaries, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Seller shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanyCompany and the Subsidiaries, (a) the Sellers Seller shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer during such period (i) all such reports, assessments, audits, reviews, plans, analyses and other documents or correspondence in the possession or control of the Seller, the Company or any of the Subsidiaries relating to the condition of the Environment, the effect of the operations of the Company or any of the Subsidiaries on the Environment, or the compliance of the Company or any of the Subsidiaries with Safety and Environmental Laws and (ii) all information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, (b) the Seller shall permit the contractors and representatives of the Buyer access to the properties of Real Property and Structures and the Company Tower Assets, subject to any restrictions on access in the Real Property Leases, and all parts thereof and (c) the Seller shall use commercially reasonable efforts to cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, (a) the Buyer and their employeesshall, representatives and contractors shall keep confidential and shall cause its employees and representatives to, keep confidential, and shall, and shall cause its employees and representatives to, not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetstheir properties, business businesses and operations, unless (i) disclosure of such information or documents shall be required by applicable Law or Order, or (ii) disclosure of such information or documents is reasonably required in connection with any litigation against or involving the Buyer with respect to the Contemplated Transactions, or (iii) such information is or such documents are readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a sources, or, without violation of this Section 5.4)Agreement by the Buyer or its employees or representatives, or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminatesCompany or the Subsidiaries, and (b) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returnedreturned to the Company.

Corporate Examinations and Investigations. Prior to the Closing Effective Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss Xxxxxx Xxxxxxx & XxxxxMeschan, L.L.P., KPMG Peat Marwick, LLPP.A., and Xxxxxx Xxxxxxxx LLP Buyer's accountants to make such investigation of the assets, Facilities, properties, employees, business and operations of the CompanySeller, and such examination of the books, records and financial condition of the Company Seller as it wishes; provided, however, that each such person or entity shall keep such information provided confidential. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers Seller under this Agreement; provided, however, that Buyer agrees to inform Seller, in writing, prior to the Closing, of any information it may obtain which might cast doubt upon the accuracy of any representation or warranty of Buyer contained herein (hereinafter, a "Negative Disclosure"). In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanySeller, the Sellers Seller shall make available and shall cause the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company Seller as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company Seller and all parts thereof and shall cause the Seller's officers, employees, advisors, staff, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to (a) During the period beginning upon the execution of this Agreement through the Closing Date, the Buyer Seller agrees that Buyers shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP their Representatives to make such investigation of the assetsAssets, properties, business the Business and operations of the CompanySeller, and such examination of the books, records and financial condition of the Company Seller, as it wishesBuyers reasonably deem necessary. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the BuyerIn that connection, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers Seller shall make available and shall cause the Company to make available to the representatives Representatives of the Buyer Buyers during such period all such information and copies of such documents and records concerning the affairs of the Company Seller as such representatives Representatives may reasonably request, shall permit the contractors and representatives Representatives of the Buyer Buyers access to the properties of the Company Assets and all parts thereof and to Seller's employees, customers, suppliers, contractors and others, and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company Seller's Representatives to cooperate in all reasonable respects with such contractors and representatives fully in connection with such review and examination. If During the period after the date this Agreement terminatesis executed through the Closing Date, the Buyer Company, Xxxxxxx, LLC and Parent shall at all reasonable times during normal business hours afford Seller and the Shareholders and their respective officers, directors, Affiliates, employees, representatives attorneys, accountants, representatives, lenders, consultants, and contractors shall keep confidential other agents with complete access to all books, records, contracts, officers, directors, employees, and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation properties of the Company. If this Agreement terminates, any documents obtained from Xxxxxxx, LLC and Parent as are necessary to allow Seller to verify compliance by the Company, Xxxxxxx, LLC and all copies thereofParent with their respective covenants, shall be returnedrepresentations, and warranties in this Agreement. Each party to this Agreement will use its best efforts to cause its independent public accountants to afford every other party to this Agreement and its independent public accountants complete access to the independent public accountant's work papers pertaining to it and its Subsidiaries.

Corporate Examinations and Investigations. Prior to The Company, Argotec and the Sellers agree that from the date hereof until the Closing Date, the Buyer Purchaser shall be entitled, through its employees, officers, accountants, counsel, financial advisors and other representatives and contractorsagents, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the Company, and such examination of the books, records records, contracts and financial condition of the Company as it wishesshall reasonably request (the "Due Diligence"). Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstancescircumstances and Argotec, the Sellers and the Company and the Sellers shall cooperate fully thereintherewith. No investigation by or on behalf of the Buyer, however, Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company, Argotec or the Sellers under contained in this Agreement. In order that the Buyer Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers Company shall make available and shall cause the Company to make available to the representatives and agents of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company as such representatives or agents may reasonably request, shall permit the contractors representatives and representatives agents of the Buyer Purchaser access to the properties of the Company during normal business hours and all parts thereof upon two days' prior written notice and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors representatives and representatives agents in connection with such review and examination. If this Agreement terminatesThe Company shall furnish to the Purchaser (i) a copy of each report, the Buyer schedule, return and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from other document filed by the Company concerning its assets, business on or after the date hereof with any governmental entity and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result ii) balance sheets and related statements of a violation operations and cash flows of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation Company which are prepared for dissemination to the management of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.41 42

Corporate Examinations and Investigations. Prior to Between the date hereof and the Closing DateDate (or, if earlier, the Buyer date of termination of this Agreement), the Company shall be entitledreasonably cooperate (and shall use commercially reasonable efforts to cause the Company’s officers, through its employees, consultants, agents, attorneys and accountants to reasonably cooperate) with Buyer and with its counsel, accountants and representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such in the conduct of their due diligence investigation of the assets, properties, business and operations of the Company, the Subsidiaries and their respective businesses, assets and affairs, and, in connection with such due diligence investigation, to grant Buyer and such examination of representatives, during normal business hours and upon reasonable notice, access to the booksproperties, books and records (including records relating to Company Intellectual Property), contracts, employees, customers, creditors, landlords, vendors and financial condition suppliers of the Company as it wishes(the “Due Diligence Investigation”). Any such investigation and examination The Due Diligence Investigation shall be conducted at reasonable times and under reasonable circumstances, and the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate not modify any of the representations, warranties, covenants or agreements of the Sellers Company under this Agreement or reduce Buyer’s right to pursue any and all remedies available under this Agreement. In order that Notwithstanding the foregoing, the Due Diligence Investigation by Buyer may have full opportunity or its representatives shall not be conducted in such a manner as to make such physical, business, accounting and legal review, examination interfere unreasonably with the business or investigation as it may wish operations of the business Company or its Subsidiaries or otherwise result in any significant interference with the prompt and affairs timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where, in the reasonable good faith judgment of the Company, the Sellers shall make available and shall cause such access or disclosure is reasonably likely to (i) jeopardize any attorney work product or attorney-client privilege, (ii) contravene applicable law or (iii) breach any contract to which the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as Subsidiaries is a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returnedparty.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employeesand its Affiliates’ respective Representatives (including their respective legal advisors and accountants), representatives to have reasonable access to the premises, properties, financial, tax and contractorsaccounting records, includingContracts and, without limitationsubject to the Company’s prior approval (not to be unreasonably withheld, Xxxxx Xxxxx Mulliss & Xxxxxconditioned or delayed), L.L.P.personnel of the Company in connection with Buyer’s investigation of the Company with respect to the transactions contemplated hereby. Any such examination and investigation shall be conducted during regular business hours upon reasonable prior written notice to the Company, KPMG Peat Marwickshall be conducted in a manner so as not to unreasonably interfere with the normal business operations of the Company and shall be subject to supervision by personnel of the Company and restrictions arising under applicable Law. Notwithstanding anything herein to the contrary, LLPno such examination or investigation shall be permitted to the extent that it would require the Company or any of its Affiliates to disclose information (a) if such disclosure would cause the Company to be in violation of applicable Law or, as determined by the Company or such Affiliate upon the advice of counsel, result in the loss of the ability to successfully assert attorney-client privilege, (b) if such disclosure would cause the Company or such Affiliate to materially breach any confidentiality obligation under a Contract to which the Company or any such Affiliate is bound or (c) if such disclosure would, as determined by the Company or such Affiliate upon the advice of counsel, adversely impact the treatment of any Company Intellectual Property as a trade secret; provided, however, that, with respect to any information described in the foregoing clauses (a), (b) or (c), the Company shall (i) to the extent permitted by applicable Law or Contract, provide Buyer notice of any information that has been withheld and Xxxxxx Xxxxxxxx LLP (ii) use reasonable best efforts to take, or cause to be taken, all such alternative actions or things necessary, proper or advisable to make such investigation information (or parts thereof) available to Buyer. Upon the written request of Buyer and subject to applicable Law, the assets, properties, business Company shall reasonably cooperate with Buyer and operations its Affiliates to arrange for contacts and communications with customers or suppliers of the Company; provided that, and such examination of without the books, records and financial condition prior written consent of the Company as it wishes. Any such investigation (not to be unreasonably withheld, conditioned or delayed), Buyer shall not contact, and examination shall cause its Affiliates and Representatives not to contact, any customer or supplier of the Company regarding the Business or the transactions contemplated hereby; provided, further, that, for the avoidance of doubt, nothing contained in this Agreement shall be conducted at reasonable times and under reasonable circumstances, and deemed to prohibit Buyer or its Affiliates or their respective Representatives from contacting any Person that is or may be a customer or supplier of the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate regarding any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity matter unrelated to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers shall make available and shall cause Business or the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returnedtransactions contemplated hereby.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLPSeller will, and Xxxxxx Xxxxxxxx LLP will cause the Companies to, give the Buyer and its employees and representatives, access to all of the Companies’ Assets, Books and Records (excluding employee medical records), to make such investigation of the assets, properties, business and operations of the Company, and such examination of the booksbusiness, records operations and financial condition of the Company Companies as it wishesthe Buyer reasonably requests. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company Seller shall, and shall cause the Sellers shall Companies to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanyCompanies, the Sellers Seller shall make available and shall cause the Company Companies to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company Companies (excluding employee medical records) as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties physical premises of the Company Companies and the Seller and all parts thereof thereof, and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminatesFollowing the Closing, the Buyer and their employees, representatives and contractors Seller shall keep confidential and shall not use in any manner (i) any information or documents obtained from the Company Companies concerning its assetsAssets, business businesses and operations, unless readily ascertainable from public or published information, or trade sources sources, and (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, ii) any documents obtained from the Company, Companies and all copies thereof, or extracts thereof shall be returnedreturned to the Companies.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLPSeller will, and Xxxxxx Xxxxxxxx LLP will cause the Companies to, give to the Buyer and its employees and representatives, access to all of the Companies’ Assets, Books and Records (excluding employee medical records), to make such investigation of the assets, properties, business and operations of the Company, and such examination of the booksbusiness, records operations and financial condition of the Company Companies as it wishesthe Buyer reasonably requests. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company Seller shall, and shall cause the Sellers shall Companies to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanyCompanies, the Sellers Seller shall make available and shall cause the Company Companies to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company Companies (excluding employee medical records) as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties physical premises of the Company Companies and the Seller and all parts thereof thereof, and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminatesFollowing the Closing, the Buyer and their employees, representatives and contractors Seller shall keep confidential and shall not use in any manner (i) any information or documents obtained from the Company Companies concerning its assetsAssets, business businesses and operations, unless readily ascertainable from public or published information, or trade sources sources, and (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, ii) any documents obtained from the Company, Companies and all copies thereof, or extracts thereof shall be returnedreturned to the Companies.

Corporate Examinations and Investigations. Prior to the First Closing Date, the Seller agrees that the Buyer shall be entitled, by itself and through its employeesrepresentatives ("Representatives"), representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assetsproperties, businesses and operations of the Seller (other than its Manufacturing Business and other than the properties, business and operations of the CompanyManufacturing Subsidiaries) and the Distribution Division, and such examination of the books, records and financial condition of the Company Seller and the Distribution Division, as it wishesthe Buyer may reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in this Agreement. In order that for the Buyer may to have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish reasonably request of the business and affairs of the CompanySeller and the Distribution Division, the Sellers Seller and the Distribution Division shall make available and shall cause the Company to make available to the representatives of Buyer or the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company Seller and the Distribution Division as such representatives the Buyer or the Representatives may reasonably request, shall permit the contractors and representatives of Buyer or the Buyer Representatives access to the properties of the Company Seller and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Buyer or the Representatives in connection with such review and examination. If this Agreement terminates, The Seller shall make available to the Buyer and their employeesthe Representatives during such period all reports, representatives assessments, audits, review, analysis and contractors shall keep confidential and shall not use other documents or correspondence in any manner any information the possession or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation control of the Company. If this Agreement terminates, any documents obtained from Seller relating to the Company, and all copies thereof, shall be returnedAcquired Assets.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives representatives, agents and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP contractors to make such investigation of the assets, liabilities, properties, business business, operations and operations condition of the CompanySeller with respect to the Business, and such examination of the books, records and financial condition of the Company Seller with respect to the Business as it wishesthe Buyer reasonably requests, subject to the terms of the following sentence. Physical investigation of the Real Property may include inspecting and testing any structures and the electrical, mechanical and HVAC systems servicing the structures and may include inspecting the surface of the Real Property; provided, however, that the Buyer shall not conduct any invasive surface, subsurface or water testing without the Seller's prior written consent, which Seller may withhold in its sole discretion. Any such investigation and or examination shall be conducted at reasonable times and times, under reasonable circumstances, circumstances and at the Company and the Sellers shall cooperate fully thereinBuyer's expense. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers Seller under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanySeller with respect to the Business, the Sellers Seller shall make available and shall cause the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company Seller with respect to the Business as such representatives may reasonably request, request and shall permit the agents, contractors and representatives of the Buyer reasonable access to the properties of the Company and all parts thereof and shall cause Seller with respect to the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examinationBusiness. If this Agreement terminates, the Buyer and their employees, representatives and contractors its Affiliates shall keep confidential and shall not use in any manner any information or documents obtained from the Company Seller concerning its assets, business and operations, operations (unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4)sources, or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, Seller) and shall promptly return to the Seller all of such information received from the Seller and destroy any documents obtained from the Company, and all copies thereof, shall be returnedprepared by Buyer based upon such information.

Corporate Examinations and Investigations. Prior to the Closing Date, Sellers and the Buyer Company agree that Parent and Purchaser shall be entitled, through its their directors, officers, Affiliates, employees, representatives attorneys, accountants, representatives, lenders, consultants and contractorsother agents (collectively, includingthe "Agents") who are identified in Section 5.2 (the "Due Diligence Agents") of the Company Letter, without limitationwhich may be amended from time to time with the approval of the Company, Xxxxx Xxxxx Mulliss & Xxxxxwhich approval shall not be unreasonably withheld, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business Business and the Assets and operations of the CompanyCompany and the Subsidiary, and such examination of the books, records and financial condition of the Company and the Subsidiary, as it wishesParent and Purchaser shall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and Sellers and the Company shall, and the Company and shall cause the Sellers shall Subsidiary to, cooperate fully therein. In that connection, Sellers and the Company shall make available to the Due Diligence Agents during such period, without however causing any unreasonable interruption in the operations of the Business, all such information and copies of such documents and records concerning the affairs of the Company and the Subsidiary as the Due Diligence Agents may reasonably request, shall permit the Due Diligence Agents access to the Assets of the Company and the Subsidiary and all parts thereof and to the Company's and the Subsidiary's Agents, customers, suppliers and others, and shall cause the Company's and the Subsidiary's Agents to cooperate fully in connection with such review and examination; provided, however, that access to the Company's and the Subsidiary's Agents, customers, suppliers and others shall be coordinated by Xxx X. Xxxxxxxx, as Agent for Sellers and the Company, and Xxxxxx X. Vollmershausen, as Agent for Parent and Purchaser, and provided, further, that the Subsidiary shall be entitled to have one of its employees attend any in person or telephonic meetings between such Agents, customers, suppliers or others, on the one hand, and the Due Diligence Agents, on the other hand. No investigation by Parent or on behalf of the Buyer, however, Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of Sellers or the Sellers under Company contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers shall make available and shall cause the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to the either ----------------------------------------- Closing Date, the Buyer Company and STHL agree that IWC shall be entitled, at IWC's expense, through its employeesemployees and representatives, representatives including Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat MarwickMarwick (collectively, LLPthe "Representatives"), and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the Company, Company and the Subsidiaries and such examination of the books, records and financial condition of the Company and the Subsidiaries as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and STHL shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, IWC shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Company and STHL contained in this Agreement. In order that the Buyer IWC may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanyCompany and the Subsidiaries, the Sellers STHL shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives access to the properties of the Company and the Subsidiaries and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors (a) IWC shall keep confidential and shall not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetsproperties, business businesses and operations, unless (i) use or disclosure of such information or documents shall be required by applicable Law or Order of any Governmental Body, (ii) use or disclosure of such information or documents is reasonably required in connection with any Claim against or involving IWC or (iii) such information or documents are readily ascertainable from public or published information, information or trade sources (in each such case unless other than information known generally to the public as a result of a violation of this Section 5.4), 7.2) or are already known or subsequently developed by the Buyer IWC independently of any investigation of the Company. If this Agreement terminates, ; and (b) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. (a) Prior to the Closing Date, the Buyer shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss Xxxxxxx Xxxxxxxxx Xxxxxxx & XxxxxXxxxxxx, L.L.P., KPMG Peat Marwick, LLPDeloitte & Touche, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business and operations of the Company, Business and such examination of the books, records and financial condition conditions of the Company Business as it wishesthe Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company and the Sellers Seller shall cooperate fully therein. No investigation by or on behalf of the BuyerBuyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Sellers Seller under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting accounting, legal and legal environmental review, examination or investigation as it may wish of the business and affairs of the Companydeems necessary, the Sellers Seller shall make available and shall cause the Company to furnish or make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company Seller as such representatives may reasonably request, shall permit and the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and Seller shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examinationexamination and to make full disclosure to the Buyer of all material facts affecting the financial condition and business operations of the Business. If this Agreement terminatesIn addition, the Seller shall make available to the Buyer and its representatives full and complete copies of all returns, reports and forms filed by the Seller relating to Taxes on the Business for taxable periods for which the statute of limitations for the assessment of taxes has not expired. (b) Notwithstanding the foregoing, without the prior written consent of the Seller, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use take groundwater or soil samples or perform any soil or groundwater testing. If the Buyer requests permission to engage in any manner any information groundwater and/or soil sampling or documents obtained from the Company concerning its assetstesting, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed permission is denied by the Seller, then the Buyer independently may elect within five business days of any investigation of the Company. If such denial to terminate this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returnedwithout penalty.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller and Stockholder agree that Buyer shall be entitled, through its directors, officers, employees, representatives attorneys, accountants, representatives, consultants and contractorsother agents (collectively, including"REPRESENTATIVES"), without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the CompanySeller and Stockholder, and such examination of the books, records and financial condition of the Company Seller and Stockholder, as it wishesBuyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company Stockholder shall, and the Sellers shall cause Seller to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller or the Sellers under Stockholder contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish reasonably deem necessary of the business and affairs of the CompanySeller, the Sellers Seller shall make available and the Stockholder shall cause the Company Seller to make available to the representatives Representatives of the Buyer during such period period, without however causing any unreasonable interruption in the operations of Seller, all such information and copies of such documents and records concerning the affairs of the Company Seller as such representatives Representatives may reasonably request, shall permit the contractors and representatives Representatives of the Buyer access to the properties of the Company Seller and all parts thereof and to their respective customers, suppliers, contractors and others, and shall cause Seller and the officers, employees, consultants, agents, accountants and attorneys of the Company Seller's Representatives to cooperate in all reasonable respects with such contractors and representatives fully in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to the Closing DateDate or earlier termination of this Agreement, the Buyer shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss Squadron, Ellenoff, Plesent & XxxxxXxxxxxxxx, L.L.P., KPMG Peat Marwick, LLP, LLP and Xxxxxxx X. Xxxxxx Xxxxxxxx LLP & Co. to make such investigation of the assetsAssets, properties, business and operations of the CompanyAstrosystems and Xxxxxxx, and such examination of the books, records and financial condition of Sellers relating to the Company Acquired Businesses as it wishesBuyer reasonably requests. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company and the Sellers shall cooperate fully therein. Buyer shall reimburse Sellers for any reasonable professional (legal and accounting) fees incurred by Sellers in connection with such investigation; provided, however, that Buyer shall not be responsible for fees and expenses of Sellers' internal legal and accounting staff. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanySellers, the Sellers shall make available and shall cause the Company to make available furnish to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company Acquired Businesses as such representatives may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, examination and to make full disclosure to Buyer of all material facts affecting the Buyer financial condition and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation operations of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returnedAcquired Businesses.

Corporate Examinations and Investigations. Prior (a) At or prior to the Closing Date, the Buyer Purchaser shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP entitled to make such investigation of the assets, properties, business and operations of the Company, Company and such examination of the books, records and records, Tax Returns, financial condition and operations of the Company as it wishesthe Purchaser may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer Purchaser may have full opportunity to make such physical, a business, accounting and legal review, examination or investigation as it they may wish of the business and affairs of the Company, the Sellers Company shall make available and shall cause the Company to make available furnish to the representatives of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company as such representatives the Purchaser may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the Company's officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Purchaser in connection with such review and examination. If this Agreement terminatesexamination and to make full disclosure to the Purchaser of all material facts affecting the financial condition and business operations of the Company. (b) Until the Closing and if the Closing shall not occur, thereafter, the Buyer Purchaser and their employees, representatives and contractors its Affiliates shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, the Purchaser and its Affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the Company concerning its assets, properties, business and operations, unless (i) readily ascertainable from public or published information, or trade sources sources, (in each ii) received from a third party not under an obligation to the Company to keep such case unless information confidential or (iii) required by any Law or Order. If this transaction does not close for any reason, the Purchaser and its Affiliates shall return or destroy all such confidential information and compilations thereof as a result of a violation of this Section 5.4)is practicable, and shall certify such destruction or already known or subsequently developed by the Buyer independently of any investigation of return to the Company. If this Agreement terminatesIn furtherance of the foregoing, any documents obtained from prior to the CompanyClosing, the Warrantor will provide to the Purchaser: (1) access to the Technology in the form of object code, source code, compiled applications, dynamic link libraries, and all copies thereofsimilar usable software components, shall such that the Purchaser is able to use the Intellectual Property Rights within its demonstration and "Beta" versions of products and services; (2) rights to redistribute for demonstration and so-called "Beta testing" the decompression components of the Intellectual Property Rights. Such redistribution will be returnedlimited to playback software only and will in no event include software that enables compression of video. The Purchaser will require its Beta users to agree to a license restricting their rights and privileges in ways similar to those restrictions the Purchaser uses for its own technology, including, but not limited to, restrictions against reverse engineering, further distributions, modifications, changes in copyright notices and information about authorship and reasonable time limits; (3) consulting time and services to facilitate and expedite the process of integrating the Intellectual Property Rights into the Purchaser's products and services, such consulting to include making improvements and changes to the Intellectual Property Rights, working directly with the Purchaser's engineers (both remotely and on-site) to integrate the Technology, providing answers to technical questions related to the Technology and assisting with the testing and debugging of the Technology as deployed by the Purchaser; and (4) access to records and other materials relating to the Seller's proprietary information, including patent applications and related materials, sufficient to enable the Purchaser to review issues of ownership and infringement.

Corporate Examinations and Investigations. Prior to the Closing ----------------------------------------- Date, the Buyer Stockholders agree that Metromedia shall be entitled, through its employees, representatives employees and contractorsrepresentatives, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxxany counsel, L.L.P.tax advisors and accountants, KPMG Peat Marwick, LLP, to conduct its due diligence investigation (the "Due Diligence Investigation") and Xxxxxx Xxxxxxxx LLP to make such investigation of the assetsProperties, properties, business businesses and operations of the CompanyCompany and the Subsidiaries, and such examination of the books, records and financial condition of the Company and the Subsidiaries, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Stockholders shall, and shall cause the Company and the Sellers shall Subsidiaries to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Metromedia shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Stockholders contained in this AgreementAgreement except as otherwise specifically set forth herein. In order that the Buyer Metromedia may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanyCompany and the Subsidiaries, the Sellers Stockholders shall make available and shall cause the Company and the Subsidiaries to make available to the representatives of the Buyer Metromedia during such period all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer Metromedia access to the properties Properties of the Company and the Subsidiaries and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors (i) Metromedia shall keep confidential and shall not use in any manner any information or documents obtained from the Company or the Subsidiaries concerning its assetstheir Properties, business businesses and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4)sources, or already known or subsequently developed by the Buyer Metromedia independently of any investigation of the Company. If this Agreement terminatesCompany or the Subsidiaries or through sources which, to the Knowledge of Metromedia are not subject to an obligation of confidentiality otherwise required by law to be disclosed provided, however, that if required by law to be disclosed, Metromedia shall give the Company and the Stockholders written notice of such disclosure and a reasonable opportunity to obtain a protective order, and (ii) any documents obtained from the Company, Company or the Subsidiaries and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior (a) ALG shall cause its officers, directors, employees and agents (including attorneys and independent accountants) to permit Purchaser, its representatives, its accountants and its legal counsel to undertake a due diligence investigation (hereinafter referred to as the Closing Date, the Buyer shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation "Purchaser Investigation") of the assets, properties, business and operations of the Companyliabilities, and such examination financial business of ALG as Purchaser may deem necessary. In connection with the Purchaser Investigation, (i) Purchaser and its respective representatives, accountants and legal counsel shall be allowed full and complete access to the books, records and financial condition facilities of ALG and to all working papers of the Company independent accountants of ALG as it wishes. Any to ALG, (ii) ALG shall make available its respective officers, directors, employees, agents (including attorneys and independent accountants) and other representatives to discuss with Purchaser its respective representatives, accountants and legal counsel all such investigation and examination shall be conducted at reasonable times and under reasonable circumstancesinformation relating to the business of ALG as Purchaser reasonably deem material, and (iii) ALG shall keep Purchaser fully apprised and informed of material developments with respect to the Company business activities, financial condition, earnings and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish prospects of the business and affairs of ALG. If by December 22, 1999 Purchaser is not satisfied with the results of the CompanyPurchaser Investigation, Purchaser shall so notify ALG, and if Purchaser's concerns cannot be resolved to Purchaser's satisfaction by such date, the Sellers parties shall terminate the Agreement. (b) Purchaser shall cause its officers, directors, employees and agents (including attorneys and independent accountants) to permit ALG and its accountants and its legal counsel to undertake a due diligence investigation (hereinafter referred to as the "ALG Investigation") of the assets, liabilities, and financial business of Purchaser as ALG may deem necessary. In connection with the ALG Investigation, (i) ALG, its representatives, its accountants and its legal counsel shall be allowed full and complete access to the books and records of Purchaser, (ii) Purchaser shall make available its officers, directors, employees, agents (including attorneys and shall cause the Company independent accountants) and other representatives to make available to the representatives of the Buyer during such period discuss with ALG, its representatives, its accountants and its legal counsel all such information relating to the business of Purchaser as ALG reasonably deems material, and copies (iii) Purchaser shall keep ALG fully apprised and informed of such documents concerning material developments with respect to the affairs business activities, financial condition, earnings and prospects of the Company as such representatives may reasonably requestbusiness of Purchaser. If by December 22, shall permit 1999, ALG is not satisfied with the contractors and representatives results of the Buyer access Investigation, ALG shall so notify Purchaser and if ALG's concerns cannot be resolved to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with ALG's satisfaction by such contractors and representatives in connection with such review and examination. If this Agreement terminatesdate, the Buyer parties shall terminate the Agreement. (c) Purchaser Investigation and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from ALG Investigation are sometimes collectively referred to as the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned"Investigation."

Corporate Examinations and Investigations. Prior At or prior to the Closing Date, the Buyer Purchaser shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP entitled to make such investigation of the assets, properties, business and operations of the Company, Company and such examination of the books, records and records, Tax Returns, financial condition and operations of the Company as it wishesthe Purchaser may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company and the Sellers shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer Purchaser may have full opportunity to make such physical, a business, accounting and legal review, examination or investigation as it they may wish of the business and affairs of the Company, the Sellers Company shall make available and shall cause the Company to make available furnish to the representatives of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company as such representatives the Purchaser may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the Company's officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Purchaser in connection with such review and examinationexamination and to make full disclosure to the Purchaser of all material facts affecting the financial condition and business operations of the Company. If this Agreement terminatesUntil the Closing and if the Closing shall not occur, thereafter, the Buyer Purchaser and their employees, representatives and contractors its Affiliates shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, the Purchaser and its Affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the Company concerning its assets, properties, business and operations, unless unless (a) readily ascertainable from public or published information, or trade sources sources, (in each b) received from a third party not under an obligation to the Company to keep such case unless information confidential or (c) required by any Law or Order. In the event this transaction does not close for any reason, the Purchaser and its Affiliates shall return or destroy all such confidential information and compilations thereof as a result of a violation of this Section 5.4)is practicable, and shall certify such destruction or already known or subsequently developed by the Buyer independently of any investigation of return to the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to the Closing DateEffective Time, the Buyer (including its officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives) shall be entitledentitled to have such access to the officers, through its employees, representatives and contractorsagents, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business and operations of the Companybusiness, and such examination of the operations, books, records records, commitments and financial condition contracts of the Company and the Subsidiaries as it wishesis reasonably necessary or appropriate in connection with Buyer’s investigation of the Company with respect to the transactions contemplated hereby. Any such investigation and examination shall be conducted at reasonable times during business hours upon reasonable advance notice and under reasonable circumstances, circumstances so as to minimize any disruption to or impairment of the Business and the Company and the Sellers shall cooperate fully therein. Without limiting the foregoing, Buyer and its Representatives shall be allowed to conduct visual inspections, take measurements, make surveys, conduct a Phase I environmental investigation of the Company, its Subsidiaries and their properties, but shall not be allowed, absent the prior written approval of the Company, to perform any environmental sampling or analysis of the sort commonly referred to as a Phase II environmental investigation. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Company contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Companyinvestigation, the Sellers Company shall make available and shall cause the Company to make available to furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the Company and the Subsidiaries as such representatives may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review investigation. The information and examination. If this documents so provided shall be subject to the terms of the Confidentiality Agreement terminates(as defined in Section 5.06(a)); provided, the that Buyer and their employees, its representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returnedpermitted to disclose information as necessary and consistent with customary practice in connection with the Financing.

Corporate Examinations and Investigations. Prior to the Closing Date, the Seller agrees that the Buyer shall be entitled, through its employeesemployees and representatives (collectively, representatives and contractorsthe "Representatives"), including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the Seller and the Company, and such examination of the books, records and financial condition of the Company Company, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Seller shall, and shall cause the Company and the Sellers shall to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Seller contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Seller and the Company, the Sellers Seller shall make available and shall cause the Company to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Seller and the Company as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives access to the properties of the Seller and the Company and all parts thereof and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors The Seller shall keep confidential make available and shall not use in any manner any information or documents obtained from cause the Company concerning its assetsand the Subsidiaries to make available to the Representatives during such period all reports, business assessments, audits, reviews, plans, analyses and operations, unless readily ascertainable from public other documents or published information, correspondence in the possession or trade sources (in each such case unless as a result control of a violation of this Section 5.4), the Seller or already known or subsequently developed by the Buyer independently of any investigation Company relating to the operations of the Company. If this Agreement terminates, any documents obtained from the Company, airworthiness of the Airplane and the compliance of the Company with all copies thereof, shall be returnedapplicable Laws.

Corporate Examinations and Investigations. Prior to the ----------------------------------------- Closing Date, the Parent agrees that the Buyer shall be entitled, through its employeesemployees and representatives, representatives which may include an environmental survey firm (which may be ICF Xxxxxx'x EF&M Group), Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, Averstar, Inc. and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, Xxxxxxxx LLP, and Xxxxxx Xxxxxxxx LLP (collectively, the "Representatives"), to make such investigation of the assets, properties, business businesses and --------------- operations of the Company, and such examination of the books, records and financial condition of the Company Company, as it wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Parent shall, and shall cause the Company and the Sellers shall to, cooperate fully therein. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under Parent contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers Parent shall make available and shall cause the Company to make available to the representatives of the Buyer Representatives during such period all such information and copies of such documents concerning the affairs of the Company as such representatives the Representatives may reasonably request, shall permit the contractors and representatives of the Buyer Representatives access to the properties of the Company and all parts thereof including access for the purpose of conducting sampling of the air, soil, surface water and groundwater and shall cause the their officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives the Representatives in connection with such review and examination. The Parent shall make available and shall cause the Company to make available to the Representatives during such period all reports, assessments, audits, reviews, plans, analyses and other documents or correspondence in the possession or control of the Parent or the Company relating to the condition of the environment, the effect of the operations of the Company or any on the environment or the compliance of the Company with Environmental Laws. The Company shall bear the cost of any environmental due diligence survey requested by the Buyer or a Lender. If this Agreement terminates, (a) the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assetsproperties, business businesses and operations, unless (i) use or disclosure of such information or documents shall be required by applicable Law or Order of any Governmental Entity, (ii) use or disclosure of such information or documents is reasonably required in connection with any Claim against or involving the Buyer or (iii) such information or documents are readily ascertainable from public or published information, information or trade sources (in each such case unless other than information known generally to the public as a result of a violation of this Section 5.4), 6.2) or are already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, ; and (b) any documents obtained from the Company, Company and all copies thereof, thereof shall be returned.

Corporate Examinations and Investigations. Prior to the Closing Date, the Company and the Sellers agree that Buyer shall be entitled, through its directors, officers, Affiliates, employees, representatives attorneys, accountants and contractorsconsultants (collectively, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP "Representatives") to make such investigation of the assetsAssets, properties, business the Business and operations of the Company, and such examination of the books, records and financial condition of the Company Company, as it wishesBuyer reasonably deems necessary. Any such investigation and examination shall be conducted in a manner designed to preserve the confidentiality of the Contemplated Transactions, at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company and the Sellers shall cooperate fully therein. In that connection, the Company and the Sellers shall make available to the Representatives of Buyer during such period, without however causing any unreasonable disclosure of the Contemplated Transactions or unreasonable interruption in the operations of the Company, access to the Assets and all such information and copies of such documents and records concerning the affairs of the Company as such Representatives may reasonably request, and with the prior consent of Stock, which will not be unreasonably withheld, shall permit the Representatives of Buyer access to the Company's employees, customers, suppliers, Contractors and others. The Sellers shall cause the Company's Representatives to cooperate fully in connection with such review and examination. No investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or the Sellers under contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers shall make available and shall cause the Company to make available to the representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives in connection with such review and examination. If this Agreement terminates, the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returned.

Corporate Examinations and Investigations. Prior to the Closing DateDate and subject to the Confidentiality Agreement, the Buyer Seller and Shareholder agree that Purchaser shall be entitled, through its employees, officers, accountants, counsel, financial advisors and other representatives and contractorsagents, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assets, properties, business businesses and operations of the CompanySeller, and such examination of the books, records records, contracts and financial condition of the Company Seller as it wisheswishes (the "DUE DILIGENCE"). Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and the Company Seller and the Sellers Shareholder shall, and shall cause Seller to, cooperate fully thereintherewith. No investigation by Purchaser shall diminish, obviate, augment or on behalf of the Buyer, however, shall diminish or obviate modify any of the representations, warranties, covenants or agreements of the Sellers under Seller and Shareholder contained in this Agreement. In order that the Buyer Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the CompanySeller, the Sellers Seller and Shareholder shall make available and shall cause the Company Seller to make available to the representatives and agents of the Buyer Purchaser during such period all such information and copies of such documents concerning the affairs of the Company Seller as such representatives or agents may reasonably request, shall permit the contractors representatives and representatives agents of the Buyer Purchaser access to the properties of the Company Seller and all parts thereof and shall cause the officers, employees, consultants, agents, accountants and attorneys of the Company Seller to cooperate in all reasonable respects fully with such contractors representatives and representatives agents in connection with such review and examination. If this Agreement terminatesSeller and Shareholder shall cause Seller to furnish to the Purchaser (i) a copy of each report, schedule, and other document (not including any Tax Return) filed by Seller on or after the Buyer date hereof with any Governmental Body and their employees, representatives (ii) balance sheets and contractors shall keep confidential related statements of operations and shall not use in any manner any information or documents obtained from cash flows of Seller which are prepared for dissemination to the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result management of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the CompanySeller. If this Agreement terminates, any Purchaser shall keep confidential all information and documents obtained from Seller or Shareholder concerning Seller's assets, properties, business and operations to the Companyextent required by, and all copies thereofin accordance with, shall be returnedthe provisions of the Confidentiality Agreement dated January 8, 2002 between the Purchaser and Shareholder (the "CONFIDENTIALITY AGREEMENT").

Corporate Examinations and Investigations. Prior (a) Subject to Section 5.2(b) hereof and the terms of a Letter of Intent entered into between the parties hereto on October 7, 2003 (the "Letter of Intent"), prior to the Closing Date, the Buyer Seller and the Purchaser agree that the other party shall be entitled, through its officers, directors, stockholders, affiliates, employees, representatives attorneys, accountants, representatives, lenders, consultants and contractorsother agents (collectively, includingthe "Representatives"), without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make such investigation of the assetsCompanies (with respect to the Purchaser) and Purchaser and the Purchaser Subsidiaries (with respect to the Seller), properties, business and operations of the Companyas applicable, and such examination of the books, records and financial condition of the Company other parties, as it wisheseither party reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times and times, under reasonable circumstancescircumstances and upon reasonable notice, and the Company and Companies or the Sellers shall Purchaser, as applicable, shall, cooperate fully therein. In connection with such review, each of the parties shall make available to the Representatives of the other party during such period, without however causing any unreasonable interruption in the operations of the examined party, all such information and copies of such documents and records concerning the affairs of each of the examined parties, as such Representatives may reasonably request. No investigation by or on behalf of the Buyer, however, any party hereto shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under other parties contained in this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Company, the Sellers shall make available and . (b) The Seller shall cause the Company Companies to make available to permit the representatives Representatives of the Buyer during such period all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer Purchaser access to the properties of the Company Companies and all parts thereof and shall cause the officers, to information concerning their employees, consultantscustomers, agentssuppliers and others, accountants and attorneys of the Company to cooperate in all reasonable respects with such contractors and representatives fully in connection with such review and examination, and the Purchaser shall permit similar access by Representatives of the Company to the Purchaser and to information concerning its employees, customers, suppliers and others. If this Agreement terminatesThe Purchaser shall coordinate any and all communications with customers and suppliers of the Companies through Xx. Xxxxxxxx Xxxxxx, CEO, and the Seller shall coordinate any and all communications with customers and suppliers of the Purchaser through Xx. Xxxxxx Xxxx, President and CEO. Neither the Seller nor the Purchaser shall, and the Seller shall cause the Companies and the Purchaser shall procure that the Purchaser Subsidiaries act accordingly, make or attempt to make any direct communications with any such customers and suppliers of the other without the prior knowledge and consent of one of the foregoing individuals of the other party in each instance, provided that should either party have a pre-existing relationship with any customer or supplier of the other party, the Buyer investigating party or its Representatives may directly contact such customer or supplier so long as the relationship between the other party hereto and their employees, representatives and contractors shall keep confidential and shall such customer or supplier is not use in any manner any information or documents obtained from the Company concerning its assets, business and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation of the Company. If this Agreement terminates, any documents obtained from the Company, and all copies thereof, shall be returneddiscussed.

Corporate Examinations and Investigations. Prior to (a) Before the Closing Date, the Buyer shall be entitled, through its employeesemployees and representatives, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP to make have such investigation of access to the assets, properties, business business, records, books and operations of the Company, as Buyer, its representatives, employees or agents may reasonably request in connection with the Buyer's review and such examination investigation of the booksCompany, records its assets, liabilities, suppliers and financial condition of customers business and operations and the Company as it wishesmarket potential for the products and services currently sold by the Company. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstancestimes, and the Company Stockholders shall cause the Company, its employees and representatives (including without limitation the Sellers shall Company's firm of independent public accountants) to cooperate fully therein. No Except to the extent provided in Section 8.4(a)(ii), no investigation by or on behalf of the Buyer, however, Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers Stockholders under this Agreement. In order that the Buyer may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may wish of the business and affairs of Stockholders shall cause the Company, its employees and representatives (including without limitation the Sellers shall make available and shall cause the Company Company's firm of independent public accountants) to make available to furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the Company as such representatives may reasonably request, shall permit the contractors and representatives of the Buyer access to the properties of the Company and all parts thereof request and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in all reasonable respects fully with such contractors and representatives in connection with such review and examination. If this Agreement terminates, to make full disclosure to Buyer of all material facts affecting the Buyer and their employees, representatives and contractors shall keep confidential and shall not use in any manner any information or documents obtained from the Company concerning its assets, business properties, prospects, products, services, business, operations and operations, unless readily ascertainable from public or published information, or trade sources (in each such case unless as a result of a violation of this Section 5.4), or already known or subsequently developed by the Buyer independently of any investigation financial condition of the Company. If Buyer acknowledges and agrees that any such review and investigation shall be completed by October 24, 1996. (b) Buyer and the Company are parties to a certain confidentiality agreement entered into on October 11, 1996 (the "Confidentiality Agreement"), the terms of which limit their use and disclosure of information derived from each other in the course of their respective investigations. Each Stockholder hereby acknowledges receipt of a copy of the Confidentiality Agreement, which is hereby incorporated by reference into this Agreement terminatesin its entirety. Each Stockholder hereby agrees to comply with and be bound by the terms of such agreement with respect to information about Buyer and/or the transactions contemplated hereby as though such Stockholder were a party thereto, any documents obtained from such Stockholder's obligations shall survive the CompanyClosing hereunder, and all copies thereof, the benefit of each of Buyer's obligations thereunder shall be returnedinure to each Stockholder.

Corporate Examinations and Investigations. Prior At or prior to the Closing Date, the Buyer each of BRAVO and POINT BREAK shall be entitled, through its employees, representatives and contractors, including, without limitation, Xxxxx Xxxxx Mulliss & Xxxxx, L.L.P., KPMG Peat Marwick, LLP, and Xxxxxx Xxxxxxxx LLP entitled to make such investigation of the assets, properties, business and operations of the Company, other and such examination of the books, records and records, Tax Returns, financial condition and operations of the Company other as it wisheseach may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and the Company BRAVO and the Sellers POINT BREAK shall cooperate fully therein. No investigation by or on behalf of the Buyer, however, shall diminish or obviate any of the representations, warranties, covenants or agreements of the Sellers under this Agreement. In order that the Buyer each of BRAVO and POINT BREAK may have full opportunity to make such physical, a business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Companyother, BRAVO or POINT BREAK, as the Sellers case may be, shall make available and shall cause the Company to make available furnish to the representatives of the Buyer other during such period all such information and copies of such documents concerning the its affairs of the Company as such representatives BRAVO or POINT BREAK may reasonably request, shall permit the contractors request and representatives of the Buyer access to the properties of the Company and all parts thereof and shall cause the its officers, employees, consultants, agents, accountants and attorneys of the Company to cooperate in fully and provide all reasonable respects with such contractors material facts affecting its financial condition and representatives in connection with such review business operations. Until the Closing and examination. If this Agreement terminatesif the Closing shall not occur, the Buyer thereafter, BRAVO, POINT BREAK, and their employees, representatives and contractors its respective affiliates shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, BRAVO, POINT BREAK, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the Company other concerning its assets, properties, business and operations, unless (a) readily ascertainable from public or published information, or trade sources sources, (in each b) received from a third party not under an obligation to BRAVO or POINT BREAK, as the case may be, to keep such case unless as a result of a violation of this Section 5.4), information confidential or already known (c) required by any Law or subsequently developed by the Buyer independently of any investigation of the CompanyOrder. If this Agreement terminatestransaction does not close for any reason, any documents obtained from the CompanyBRAVO, POINT BREAK, and its respective affiliates shall return or destroy all copies thereofsuch confidential information and compilations thereof as is practicable, and shall be returnedcertify such destruction or return to BRAVO or POINT BREAK, as the case may be.