Examinations and Investigations. Prior to the Closing, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation and verification of the assets, properties, business and operations, books, records and financial condition of the other, including communications with suppliers, vendors and customers, as they each may reasonably require. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement. Consummation of this Agreement shall be subject to the fulfillment of due diligence procedures to the reasonable satisfaction of each of the parties hereto and their respective counsel.
Examinations and Investigations. Prior to the Closing, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation and verification of the assets, properties, business and operations, books, records and financial condition of the other, including communications with suppliers, vendors and customers, as they each may reasonably require.
Examinations and Investigations. Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigation by a party hereto shall, however, diminish or waive in any way any of the representations, warranties, covenants or agreements of the other party under this Agreement.
Examinations and Investigations. Purchaser and Parent acknowledges that prior to the Closing Date, Purchaser and Parent was entitled to, through its employees and representatives, make such investigations of the Business of the Everest Group and such examination of the books, records and financial condition of the Business as Purchaser and Parent reasonably considered necessary.
Examinations and Investigations. (a) Prior to the Closing Date, during normal business hours between 8:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday, or such other hours as to which the parties mutually agree, RIGI and the Parent shall be entitled, through their employees and representatives, including counsel, lenders, appraisers and accountants, to make such investigation of the assets, properties, business and operations of the Business, and such examination and copies of the books, records and financial condition of the Business as RIGI and the Parent wish. RIGI and the Parent shall cause all such employees, representatives, counsel, lenders, appraisers and accountants to execute on behalf of themselves and their respective representatives agreements to keep all information so obtained confidential to the same extent as RIGI so agrees herein. No review, examination or investigation by RIGI or the Parent shall diminish or obviate any of the representations, warranties, covenants or agreements of ARC and the Stockholders under this Agreement.
(b) If this Agreement terminates: (1) RIGI shall keep confidential and shall not use in any manner any information or documents obtained from ARC concerning the Business or the ARC Assets, unless readily ascertainable from public or published information, or trade sources, or subsequently developed by RIGI independent of any investigation of the Business, or received from a third party not under an obligation to ARC to keep such information confidential, and (2) any documents obtained from ARC shall be promptly returned to it.
Examinations and Investigations. Prior to the Closing Date, Buyer ------------------------------- shall be entitled, through its employees and representatives, including, without limitation, its counsel, Xxxxxxxxx Traurig, and Buyer's accountants, to make such investigation of the assets, properties, business and operations of FLS and such examination of the books, records and financial condition of FLS as it desires. Seller shall cause and specifically direct AmeriSteel and FLS prior to the Closing Date, to allow Buyer, through its employees and representatives, including without limitation, its counsel Xxxxxxxxx Xxxxxxx, and Buyer's accountant, to make such investigation of the assets, properties, business and operations of AmeriSteel and such examination of the books, records and financial condition of AmeriSteel as Buyer desires. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and Seller shall cause and specifically direct AmeriSteel to cooperate fully therein. No investigation by Buyer (or failure to conduct such an investigation) shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller under this Agreement, or Buyer's rights under Article VIII of this Agreement. Buyer, its employees and representatives shall keep confidential and shall not use in any manner any information or documents obtained from AmeriSteel or Seller concerning their respective assets, properties, business and operations, unless readily ascertainable from public or published information, or trade sources, or subsequently developed by Buyer independent of any investigation of AmeriSteel, or received from a third party not under an obligation to AmeriSteel or Seller to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or AmeriSteel shall be promptly returned.
Examinations and Investigations. The Buyer acknowledges that prior to the Closing Date, the Buyer, through its employees and representatives, will have made such investigations of the Company’s Business and its operation and made examination of the books, records and financial condition of the Company’s Business as the Buyer reasonably considered necessary. Any such examination will have been made to Buyer’s full satisfaction.
Examinations and Investigations. Buyer shall be entitled, through its employees and representatives, including, without limitation, Buyer’s counsel and accountants, to make such investigation of the assets, properties, business and operations of the Company and its Subsidiaries, and such examination of the books, records and financial condition of the Company and its Subsidiaries as Buyer may deem reasonably necessary. Any such investigation and examination shall be conducted during business hours, upon reasonable notice and, if such investigation shall be conducted at the Company’s premises, only at such times and in such manner as approved by the Company. Seller and the Company shall furnish to the representatives of Buyer during such period all such information and copies of such documents concerning the affairs of the Company and its Subsidiaries as such representatives may reasonably request and, so long as it is not disruptive to the Subject Business, shall cause their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review, investigation and examination (in any case, subject to any rights of privilege or confidentiality). Any information about the Company obtained by Buyer and its employees and representatives shall be subject to the Mutual Non-Disclosure Agreement, dated July 30, 2007 between Buyer and the Company and the confidentiality provisions of that certain Letter, dated September 21, 2007, by and among Seller, the Company and Buyer. No investigation or examination by Buyer on or prior to the date hereof shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller under this Agreement.
Examinations and Investigations. (a) Prior to the Closing Date, during normal business hours between 8:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday, or such other hours as to which the parties mutually agree, Recycling shall be entitled, through its employees and representatives, including counsel, lenders, appraisers and accountants, to make such investigation of the assets, properties, business and operations of the Business, and such examination and copies of the books, records and financial condition of the Business as Recycling deems necessary. No review, examination or investigation by Recycling shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller and the Seller Officers under this Agreement.
(b) If this Agreement terminates: (1) RII Sub shall keep confidential and shall not use in any manner any information or documents obtained from Seller concerning the Business or the Seller Assets, unless readily ascertainable from public or published information, or trade sources, or subsequently developed by RII Sub independent of any investigation of the Business, or received from a third party not under an obligation to Seller to keep such information confidential, and (2) any documents obtained from Seller shall be promptly returned to it.
Examinations and Investigations. (a) The Vendors and the Company shall at all times until the Closing make available to the Purchaser and its representatives for examination all Books and Records and other documents relating to the Acquired Companies and the Business in their possession or under their control to the extent the Purchaser reasonably believes necessary or advisable to familiarize itself with such properties and other matters. The Vendors and the Company shall provide copies of any of the Books and Records when reasonably requested by the Purchaser. The Vendors and the Company shall at all times until the Closing give the Purchaser and its representatives full and unrestricted access to the assets of the Business in order to make such investigations as they shall deem necessary or advisable. The Vendors and the Company shall also permit such Persons as the Purchaser may reasonably require to inspect the assets of the Acquired Companies and the Business at any time prior to the Closing. The Vendors and the Company shall give all such Persons all reasonable means to effect such examinations and investigations and shall cause its agents, employees, officers and directors to use their best efforts to aid such Persons in such examinations and investigations at all reasonable times until the Closing. Each of the Vendors and the Company consents to the Purchaser making applications and inquiries under any freedom of information legislation (federal, provincial and municipal) and shall sign any documents or forms of consent incidental thereto. The exercise of any rights of access, inspection or examination by or on behalf of the Purchaser shall not affect or mitigate the Vendors’ or the Company’s covenants, representations and warranties in this Agreement or the remedies of the Purchaser for breaches of those representations and warranties.
(b) Any information obtained by the Purchaser prior to the Closing pursuant to Section 6.2(a) shall be subject to that certain confidentiality agreement (the “Confidentiality Agreement”) dated January 10, 2019 between the Parties. Effective upon the Closing, the Purchaser’s obligations under the Confidentiality Agreement shall terminate.
