Common use of Due Diligence Investigations Clause in Contracts

Due Diligence Investigations. (1) The Vendors and the Corporation (i) shall permit the Purchaser and its employees, agents, counsel, accountants or other representatives, up to Closing, (the "Due Diligence Period"), without undue interference to the ordinary conduct of the Business, to have reasonable access during normal business hours and upon reasonable notice (a) to the premises of the Corporation, including the Leased Property, (b) to the Corporation, all of its assets and property, the Business and any other information, including accounting records, corporate records and tax records and returns whether retained by the Vendors, the Corporation or otherwise, and (c) to the senior personnel of the Corporation and the Business; and (ii) shall furnish to the Purchaser or its employees, agents counsel, accountants, or other representatives such financial and operating data and other information with respect to the assets and property of the Corporation and the Business as the Purchaser shall from time to time reasonably request. (2) No investigations made by or on behalf of a party hereto, whether under Section 5.02 or any other provision of this Agreement or any Ancillary Agreement, shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement. (3) Until the Time of Closing and in the event of termination of this Agreement without Closing, the Purchaser will keep confidential any information obtained from the Vendors, the Corporation or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; (ii) becomes available to the Purchaser on a non-confidential basis from a source other than the Vendors, the Corporation or their representatives; or (iii) was known to the Purchaser on a non-confidential basis before its disclosure to the Purchaser by the Vendors, the Corporation or their representatives. If this Agreement is so terminated, promptly after such termination the Purchaser will return or cause to be returned or destroyed all documents, work papers and other material, whether in written, electronic or other form (including all copies thereof), obtained from the Vendors, the Corporation or their respective agents and representatives in connection with this Agreement and not theretofore made public.

Due Diligence Investigations. (1) The Vendors Vendor and the Corporation (i) shall permit the Purchaser and its employees, agents, counsel, accountants or other representatives, up to between the date hereof and the Time of Closing, (the "Due Diligence Period"), without undue interference to the ordinary conduct of the Business, to have reasonable access during normal business hours and upon reasonable notice (a) to the premises of the Corporation, including the Leased Property, (b) to the Corporation, all of its assets and property, the Business and any other information, including accounting records, corporate records and tax records and returns whether retained by the VendorsVendor, the Corporation or otherwise, and (c) to the senior personnel of the Corporation and the Business; and (ii) shall furnish to the Purchaser or its employees, agents counsel, accountants, or other representatives such financial and operating data and other information with respect to the assets and property of the Corporation and the Business as the Purchaser shall from time to time reasonably request. (2) No investigations made by or on behalf of a party hereto, whether under Section 5.02 or any other provision of this Agreement or any Ancillary Agreement, shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement. (3) Until the Time of Closing and in the event of termination of this Agreement without Closing, the Purchaser will keep confidential any information obtained from the VendorsVendor, the Corporation or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; (ii) becomes available to the Purchaser on a non-confidential basis from a source other than the VendorsVendor, the Corporation or their representatives; or (iii) was known to the Purchaser on a non-confidential basis before its disclosure to the Purchaser by the VendorsVendor, the Corporation or their representatives. If this Agreement is so terminated, promptly after such termination the Purchaser will return or cause to be returned or destroyed all documents, work papers and other material, whether in written, electronic or other form (including all copies thereof), obtained from the VendorsVendor, the Corporation or their respective agents and representatives in connection with this Agreement and not theretofore made public.

Due Diligence Investigations. (1) The Vendors and the Corporation (i) shall permit the Purchaser and its employees, agents, counsel, accountants or other representatives, up to between the date hereof and the Time of Closing, (the "Due Diligence Period"), without undue interference to the ordinary conduct of the Business, to have reasonable access during normal business hours and upon reasonable notice (a) to the premises of the Corporation, including the Leased Property, (b) to the Corporation, all of its assets and property, the Business and any other information, including accounting records, corporate records and tax records and returns whether retained by the Vendors, the Corporation or otherwise, and (c) to the senior personnel of the Corporation and the Business; and (ii) shall furnish to the Purchaser or its employees, agents counsel, accountants, or other representatives such financial and operating data and other information with respect to the assets and property of the Corporation and the Business as the Purchaser shall from time to time reasonably request. (2) No investigations made by or on behalf of a party hereto, whether under Section 5.02 or any other provision of this Agreement or any Ancillary Agreement, shall have the effect of waiving, diminishing the scope of or otherwise affecting any representation or warranty made in this Agreement or any Ancillary Agreement. (3) Until the Time of Closing and in the event of termination of this Agreement without Closing, the Purchaser will keep confidential any information obtained from the Vendors, the Corporation or their respective agents and representatives, unless such information (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; (ii) becomes available to the Purchaser on a non-confidential basis from a source other than the Vendors, the Corporation or their representatives; or (iii) was known to the Purchaser on a non-confidential basis before its disclosure to the Purchaser by the Vendors, the Corporation or their representatives. If this Agreement is so terminated, promptly after such termination the Purchaser will return or cause to be returned or destroyed all documents, work papers and other material, whether in written, electronic or other form (including all copies thereof), obtained from the Vendors, the Corporation or their respective agents and representatives in connection with this Agreement and not theretofore made public.