Due Diligence; Access to Information. Each Party has been provided with full material access to such information required by each Party to satisfactorily conduct its due diligence investigation, has satisfactorily performed its due diligence investigations on the other Party and has made the independent decision to proceed to the Closing.
Due Diligence; Access to Information. (a) Each of Purchaser and Universal acknowledges that it has performed a due diligence review of Pyramid based on documents and other information supplied by or on behalf of Seller, Parent or Pyramid. Without limiting the generality of the foregoing, Purchaser and Universal acknowledge that it: (i) has been afforded reasonable access to the books, records, personnel, facilities and other things reasonably related to the Shares and the business and affairs of Pyramid; and (ii) has been given a reasonable opportunity to ask questions relating to the Shares and the business and affairs of Pyramid and to receive answers thereto. Each of Purchaser and Universal will hold any such information and all information it receives pursuant to Section 4.2(b) which is nonpublic in confidence in accordance with the provisions of the Non-Disclosure and Confidentiality Agreement between Parent and Universal, as amended (the "Confidentiality Agreement"). It is understood that the diligence review conducted by Purchaser and Universal shall not constitute a waiver of or affect their rights to seek relief under this Agreement.
Due Diligence; Access to Information. Provision of Interim Financial Statements.
Due Diligence; Access to Information. (i) The Seller shall take such action as may be reasonably necessary to permit the Buyer and its authorized representatives to have full access during normal business hours to all officers, employees, properties (including, but not limited to, full access to engage in any environmental inspections or investigations), assets, records, Contracts and documents related to the Business, the Purchased Assets and the Assumed Liabilities, and shall furnish to the Buyer or its authorized representatives such financial and other information with respect to the Business, the Purchased Assets and the Assumed Liabilities as the Buyer may, from time to time, reasonably request.
Due Diligence; Access to Information. CONFIDENTIALITY.
Due Diligence; Access to Information. From the date of this Agreement until the Closing, upon reasonable notice, Company will, and will cause each of its officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to, give Merge and its officers, employees, counsel, advisors and representatives (collectively, the "Merge Representatives") full access, during normal working hours, to the offices and other facilities and to the books and records of Company and permit Merge and the Merge Representatives to make inspections thereof as either of them may require and will cause the Company Representatives to furnish Merge and the Merge Representatives with such financial and operating data and such other information with respect to the Business of Company and make such management and other personnel available to discuss the business and prospects of Company as Merge may from time to time reasonably request. Company agrees that no investigation by Merge or the Merge Representatives shall affect or limit the scope of the representations and warranties of Company contained herein or in any of the Transaction Agreements or limit the liability for the breach of any such representation or warranty.
Due Diligence; Access to Information. Bedford has the knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the sale of the Shares Sold. Bedford has been afforded adequate opportunity (i) to perform due diligence and ask such questions as Bedford has deemed necessary of, and to receive answers from, representatives of the Company concerning the operations and prospects of the Company; (ii) to obtain such additional information that the Company possesses or can acquire that Bedford deems necessary or appropriate to receive to form a decision on whether to sell the Shares Sold and enter into this Agreement; and (iii) to investigate and appraise the fair market value of the Company and the Shares Sold.
Due Diligence; Access to Information. (a) Prior to the Closing, the Company and the Company Subsidiaries shall incur expenses or establish reserves in an aggregate amount (when added to any amounts incurred or funded after August 8, 1995 and prior to Closing) of Cdn. $3,500,000 as specified by Wendy's from time to time, in the following order of priority, for (i) title due diligence, including, but not limited to, all Title Costs, on the properties owned by the Company, any Company Subsidiary or any Affiliated Entity, (ii) environmental due diligence on the Targeted Real Properties, (iii) Estimated Damages with respect to the litigation described on Schedule 4.4(a), (iv) title due diligence, including, but not limited to, Title Costs, on the properties leased by the Company, any Company Subsidiary or any Affiliated Entity, (v) tax, legal and business issues as specified by Wendy's from time to time and (vi) to the extent not used for any of the foregoing, any Environmental Costs. The Company and the Company Subsidiaries shall not reduce prior to Closing the aggregate amount of such reserves, other than to the extent used to pay for expenses incurred as contemplated by the previous sentence.
Due Diligence; Access to Information. (a) Company shall afford Buyer and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to (i) all of Company's and its subsidiaries' properties, personnel books, contracts, commitments and records, and (ii) all other information concerning the business, properties and personnel of Company and its subsidiaries as Buyer may reasonably request. Buyer shall likewise provide Company with reasonable access customarily associated with seller-side due diligence in connection with a merger where the merger consideration includes shares of the acquiring entity.
Due Diligence; Access to Information. Until the Closing, LTI and Sub will furnish the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives with all financial, operating and other data and information concerning the Business, the Transferred Asset, commitments and properties of LTI and Sub as the Buyer shall from time to time request and will afford the Buyer and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives reasonable access to LTI's and Sub''s offices, properties, books, records, contracts and documents and will be given the opportunity to ask questions of, and receive answers from, representatives of LTI and Sub with respect to the Business and the Transferred Assets. No investigations by the Buyer or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of LTI, Sub and the Stockholders with respect to any representations, warranties, covenants or agreements made herein or in any exhibit, schedule or other certificate, instrument, agreement or document, including the Schedules, executed and delivered in connection with this Agreement. LTI and Sub will cooperate with the Buyer and its employees, officers, accountants, attorneys, agents and other authorized representatives in the preparation of any documents or other materials that may be required by any Governmental Entity.
