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. Prior to the Closing Date, Buyer shall be entitled, through its employees and representatives, including, without limitation, its counsel, Smitx, Xxmbxxxx & Xussxxx, XXP, and Buyer's accountants, 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 Companies as Buyer wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and Seller shall cause the Companies 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. In order that Buyer 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 Companies, Seller shall furnish, and shall cause each Company to furnish, the representatives of Buyer during such period with all such information and copies of such documents concerning the affairs of such Company 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 examination. If this Agreement terminates, Buyer, its employees and representatives shall keep confidential and shall not use in any manner any information or documents obtained from either Company or the 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 the Companies, or received from a third party not under an obligation to the Companies or Seller to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or either of the Companies shall be returned.
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.
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.
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. Buyer acknowledges that it has conducted a reasonable due diligence investigation, for a transaction of this nature, including without limitation, all examination of the materials provided by Seller and on site examination of the Acquired Assets and DF Manufacturing Business and SP Facility as desired by Buyer. Prior to the Closing, Seller shall continue to cooperate with Buyer and with its employees and upon reasonable request by Buyer, shall continue to grant to Buyer reasonable access to the Acquired Assets and the DF Manufacturing Business, subject to the terms and conditions of the Confidentiality Agreement. Prior to the Closing Date and with the prior consent of Seller (which consent shall not be unreasonably withheld, delayed, or conditioned), Buyer shall be authorized to conduct any environmental testing or study on the SP Facility site where the DF Manufacturing Business is operated so as to complete the Transaction.
