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 and representatives, to make such investigations of the Purchased Assets and the Assumed Liabilities and such examination of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. If this Agreement terminates, the Buyer and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner any information obtained during the course of such investigation or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the Assets, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential. Promptly after the Closing or the termination of this Agreement, the Buyer and its affiliates shall return to the Seller all copies of documents, if any, obtained during the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential.

Corporate Examinations and Investigations. Prior At or prior to the Closing Date, the Buyer each of GALAXY and PANNONIAN shall be entitled, through its employees and representatives, entitled to make such investigations investigation of the Purchased Assets assets, properties, business and operations of the Assumed Liabilities other and such examination of the books, records and records, Tax Returns, financial condition and operations of the Seller’s business other as the Buyer reasonably considers necessaryeach may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller GALAXY and PANNONIAN shall cooperate fully therein. No In order that each of GALAXY and PANNONIAN may have full opportunity to make such a business, accounting and legal review, examination or investigation by the Buyer shall, however, diminish or obviate in any way any as it may wish of the representations, warranties, covenants or agreements business and affairs of the Seller under this Agreementother, GALAXY or PANNONIAN, as the case may be, shall furnish to the other during such period all such information and copies of such documents concerning its affairs as GALAXY or PANNONIAN may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully and provide all material facts affecting its financial condition and business operations. If this Agreement terminatesUntil the Closing and if the Closing shall not occur, the Buyer thereafter, GALAXY, PANNONIAN, and its respective affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, GALAXY, PANNONIAN, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained during from the course of such investigation or prior theretoother concerning its assets, unless properties, business and operations, unless (a) readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the Assets, or (b) received from a third party not known to the Buyer to be under an obligation to GALAXY or PANNONIAN, as the Seller case may be, to keep such information confidentialconfidential or (c) required by any Law or Order. Promptly after the Closing or the termination of If this Agreementtransaction does not close for any reason, the Buyer GALAXY, PANNONIAN, and its respective affiliates shall return to the Seller or destroy all copies of documentssuch confidential information and compilations thereof as is practicable, if any, obtained during the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose certify such destruction or return to others GALAXY or use in any manner any information which does not relate to PANNONIAN, as the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialcase may be.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer Purchaser shall be entitled, through its employees and representatives, including, without limitation, KPMG LLP and Saylxx & Xidji, to make such investigations investigation of the Purchased Assets property and the Assumed Liabilities plant and such examination of the books, records and financial condition of the Seller’s business Seller as the Buyer Purchaser reasonably considers necessarydesires. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Seller shall cooperate fully therein. No investigation by the Buyer Purchaser shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. In order that the Purchaser may have full opportunity to make such business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the Seller, the Seller shall furnish the representatives of the Purchaser during such period with all such information concerning the affairs of the Seller as such representatives may reasonable request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review and examination and to make full disclosure to the Purchaser of all material facts affecting the financial condition and business operation of the Seller. If this Agreement terminates, the Buyer Purchaser and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner any information obtained during from the course of such investigation or prior theretoSeller concerning its assets, properties, operations and business, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer Purchaser independently of any investigation of the AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential. Promptly after Notwithstanding the Closing or the termination of this Agreementforegoing, the Buyer and its affiliates Purchaser shall return to not contact any customers or vendors of the Seller all copies regarding the Video Products Business without advance approval of documentsthe Seller, if any, obtained during the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and approval shall not disclose to others be unreasonably withheld or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialdelayed.

Corporate Examinations and Investigations. Prior Between the date hereof and the Closing Date (or, if earlier, the date of termination of this Agreement), the Company shall reasonably cooperate (and shall use commercially reasonable efforts to cause the Company's officers, employees, consultants, agents, attorneys and accountants to reasonably cooperate) with Buyer and with its counsel, accountants and representatives in the conduct of their due diligence investigation 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 representatives, during normal business hours and upon reasonable notice, access to the Closing Dateproperties, the Buyer shall be entitledbooks and records (including records relating to Company Intellectual Property), through its employees contracts, employees, customers, creditors, landlords, vendors and representatives, to make such investigations suppliers of the Purchased Assets and Company (the Assumed Liabilities and such examination of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessary"Due Diligence Investigation"). Any such investigation and examination The Due Diligence Investigation shall be conducted at reasonable times and under reasonable circumstances and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, diminish or obviate in any way not modify any of the representations, warranties, covenants or agreements of the Seller Company under this Agreement or reduce Buyer's right to pursue any and all remedies available under this Agreement. If this Agreement terminatesNotwithstanding the foregoing, the Due Diligence Investigation by Buyer and or its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and representatives shall not disclose be conducted in such a manner as to others interfere unreasonably with the business or use operations of the Company or its Subsidiaries or otherwise result in any manner any information obtained during significant interference with the course of such investigation or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed prompt and timely discharge by the Buyer independently of any investigation employees of the AssetsCompany 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, such access or received from 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 or its Subsidiaries is a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential. Promptly after the Closing or the termination of this Agreement, the Buyer and its affiliates shall return to the Seller all copies of documents, if any, obtained during the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialparty.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees and representatives, to make have such investigations access to the assets, properties, business, operations, customers, suppliers, key employees and accountants of Seller, as is reasonably necessary or appropriate in connection with the Purchased Assets Buyer's investigation of Seller and provided that the Buyer shall give reasonable prior notice of any such requested access to the Seller, Ligand and the Assumed Liabilities and such examination of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessaryShareholder. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances so as to minimize any disruption to or impairment of the Seller's business and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller or the Shareholders under this Agreement. In order that the Buyer may have full opportunity to make such review, the Seller and the Shareholders shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the Seller as such representatives may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review and to make full disclosure to the Buyer of all material facts affecting the assets, properties, business, operations and financial condition of the Seller. If this Agreement terminates, the Buyer and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner any information or documents obtained during the course of such investigation or prior theretofrom Seller concerning its assets, properties, business and operations, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential, or otherwise required by law. Promptly after the Closing or the termination of If this AgreementAgreement terminates, the Buyer and its affiliates shall return to any documents obtained from the Seller all copies of documentswill be returned or destroyed, if any, obtained during at the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialSeller's option.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees and representativesdesignated representative, to make have such investigations access to the assets, properties, business and operations of Seller, as is reasonably necessary or appropriate in connection with the Purchased Assets and the Assumed Liabilities and such examination Buyer’s investigation of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances so as to minimize any disruption to or impairment of the Seller’s business and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller or the Member under this Agreement. In order that the Buyer may have full opportunity to make such review, the Seller and the Member shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the Seller as such representatives may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review and to make full disclosure to the Buyer of all material facts affecting the assets, properties, business, operations and financial condition of the Seller. If this Agreement terminates, the Buyer and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner any information or documents obtained during the course of such investigation or prior theretofrom Seller concerning its assets, properties, business and operations, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential, or otherwise required by law. Promptly after the Closing or the termination of If this AgreementAgreement terminates, the Buyer and its affiliates shall return to any documents obtained from the Seller all copies of documentswill be returned or destroyed, if any, obtained during at the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialSeller’s option.

Corporate Examinations and Investigations. Prior (a) As promptly as practicable after the date hereof, but in no event later than 10 days after the date hereof, the Company shall furnish copies or make available to Parent all due diligence materials requested by Parent, its legal counsel or accountants. The Company and CDI-LP shall afford to Parent and to Parent's accountants, counsel and other representatives full access during normal business hours (and at such other times as the parties may mutually agree) throughout the period prior to the Closing Date, the Buyer shall be entitled, through its employees and representatives, Effective Date to make such investigations all of the Purchased Assets Company's and the Assumed Liabilities and such examination of the CDI-LP's properties, books, contracts, commitments, records and financial condition personnel and, during such period, the Company shall furnish promptly to Parent all information concerning its business (including any applications or notifications made to or by any Governmental Entity), properties and personnel as Parent may reasonably request. In addition, the Company shall promptly deliver to Parent all regulatory reports that are filed with respect to the Company or CDI-LP and any correspondence between the Company or CDI-LP on the one hand and any regulatory agency on the other hand. (b) Parent shall cooperate with the Company as the Company shall reasonably request in connection with the Company's due diligence review of the Seller’s business as Parent, to the Buyer reasonably considers necessary. Any such investigation extent necessary to confirm the accuracy of Parent's and examination shall be conducted at reasonable times Sub's representations and under reasonable circumstances and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. . (c) If this Agreement terminates, the Buyer parties hereto and its their respective affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others use or use retain in any manner any information or documents obtained during the course of such investigation from any other party concerning its assets, liabilities, properties, business or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the Assets, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential. Promptly after the Closing or the termination of this Agreement, the Buyer and its affiliates shall return to the Seller all copies of documents, if any, obtained during the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assetsoperations, unless readily ascertainable from public or published information or trade sources, sources or already known or subsequently developed by the Buyer it independently of any investigation pursuant to this Section 7.6of any other party, or received from a third party not known to the Buyer to be under an obligation to the Seller such other party to keep such information confidential.

Corporate Examinations and Investigations. (a) Prior to the Closing Date, the Buyer Sellers agree that the Purchaser and its financing sources shall be entitled, through its their respective employees and representatives, to continue to make such investigations investigation of the Purchased Assets businesses and operations of the Assumed Liabilities Company and such examination exami- nation of the books, records and financial condition of the Seller’s business Company as the Buyer reasonably considers Purchaser determines to be necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances circumstances, and the Seller Sellers shall cooperate fully therein. No The obligations of the Confidentiality Agreement dated February 14, 1992 (the "Confidentiality Agreement") between the Company and Brighton Communications Corporation ("BCC") shall remain in full force and effect throughout such examination. (b) The Purchaser agrees that it shall disclose to the Sellers as soon as possible and in any event prior to the Closing Date, any information discovered by the Purchaser or its representatives, whether through the examination and investigation by the Buyer shallsuch Persons or otherwise, however, diminish or obviate in indicating that any way any of the representations, warranties, covenants or agreements of the Seller under Sellers contained in this AgreementAgreement are untrue, inaccurate or incorrect in any respect or indicating that any of the Sellers have breached any of such representations, warranties, covenants or agreements in any respect. If the Purchaser fails to disclose to the Sellers any such information, then the Purchaser shall not be entitled to terminate this Agreement terminatesin accordance with Section 10.1(b), and, to the extent any such information relates to representations, warranties, covenants or agreements that survive the Closing, the Buyer and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and Sellers shall not disclose be required to others or use in provide indemnification pursuant to Section 9.1 of this Agreement for any manner any information obtained during the course of such investigation or prior thereto, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed matter not disclosed by the Buyer independently of any Purchaser pursuant to this Section 6.2(b). (c) The Purchaser will have satisfactorily completed its due diligence investigation of the AssetsCompany and the Sellers on or prior to December 15, 1996 (the "Due Diligence Completion Date"). On or received from a third party not known prior to the Buyer Due Diligence Completion Date, Purchaser (i) will represent and warrant in writing to Sellers that neither the Purchaser nor any of its consultants, counsel, agents or financing sources have discovered any information that would be required to be under an obligation disclosed to the Seller Sellers pursuant to keep such information confidential. Promptly after the Closing or the termination Section 6.2(b) of this Agreement, or (ii) will inform Sellers in writing of any information that has been discovered that has been disclosed or is required to be disclosed to Sellers pursuant to Section 6.2(b) of this Agreement, and will inform Sellers whether they will consummate the Buyer Closing contemplated by this Agreement in spite of the information discovered, or terminate the Agreement in accordance with Section 10.1(b). This Section 6.2(c) shall not apply to (i) any environmental investigations undertaken by or on behalf of Purchaser, (ii) any financial statements for periods subsequent to June 30, 1996, or (iii) any information disclosed as a result of clauses (i) or (ii) (collectively "Other Disclosure"). (d) Unless Purchaser seeks to terminate the Agreement in accordance with Section 10.1(b), Purchaser will, on the Due Diligence Completion Date, acknowledge in writing to Sellers that (i) it has received such information as it deems necessary or appropriate as a prudent and its affiliates shall return knowledgeable investor in evaluating the purchase of the Shares, and that the Sellers have made available to it the opportunity to obtain additional information to verify the accuracy of the information provided and to evaluate the merits and risks of the investment in the Shares, and (ii) it has had the opportunity to ask questions of the officers of the Company, and to the Seller all copies of documentsextent information was requested, if anysatisfactory information was provided; provided, obtained during the course of however, that such investigation or prior thereto which do acknowledgment shall not relate to the Purchased Assets and shall keep confidential and shall not disclose or be deemed to others or use in any manner any information which does not relate apply to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialOther Disclosure.

Corporate Examinations and Investigations. Prior to the Closing Date, the Buyer shall be entitled, through its employees and representatives, to make have such investigations access to the assets, properties, business and operations of Seller, as is reasonably necessary or appropriate in connection with the Purchased Assets and the Assumed Liabilities and such examination Buyer’s investigation of the books, records and financial condition of the Seller’s business as the Buyer reasonably considers necessary. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances so as to minimize any disruption to or impairment of the Seller’s business and the Seller shall cooperate fully therein. No investigation by the Buyer shall, however, shall diminish or obviate in any way any of the representations, warranties, covenants or agreements of the Seller under this Agreement. In order that the Buyer may have full opportunity to make such review, the Seller shall furnish the representatives of the Buyer during such period with all such information and copies of such documents concerning the affairs of the Seller as such representatives may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review and to make full disclosure to the Buyer of all material facts affecting the assets, properties, business, operations and financial condition of the Seller. If this Agreement terminates, the Buyer and its affiliates shall return to the Seller all copies of documents obtained during the course of such investigation or prior thereto and shall keep confidential and shall not disclose to others or use in any manner any information or documents obtained during the course of such investigation or prior theretofrom Seller concerning its assets, properties, business and operations, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the AssetsSeller, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidential, or otherwise required by law. Promptly after the Closing or the termination of If this AgreementAgreement terminates, the Buyer and its affiliates shall return to any documents obtained from the Seller all copies of documentswill be returned or destroyed, if any, obtained during at the course of such investigation or prior thereto which do not relate to the Purchased Assets and shall keep confidential and shall not disclose to others or use in any manner any information which does not relate to the Purchased Assets, unless readily ascertainable from public or published information or trade sources, or already known or subsequently developed by the Buyer independently of any investigation pursuant to this Section 7.6, or received from a third party not known to the Buyer to be under an obligation to the Seller to keep such information confidentialSeller’s option.