Common use of Examinations and Investigations Clause in Contracts

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. Prior to the Closing Date, Buyer Investor shall be entitled, through its employees and representatives, including, without limitation, its counsel, SmitxSmith, Xxmbxxxx Gambrell & XussxxxRussell, XXPLLP, and Buyer's accountantsanx Xxxxxxxx'x xxxxxxxxxxx, 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 Company as Buyer Investor wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and Seller the Company shall cause the Companies to cooperate fully therein. No investigation by Buyer Investor (or failure to conduct such an investigation) shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller the Company under this Agreement, or BuyerInvestor's rights under Article VIII of this Agreement unless Investor had actual knowledge (which for purposes of this provision shall be the actual knowledge of Jay W. Clark or Troy T. Taylor withxxx x xxxx xf inxxxxx) xx x xxn-intentional breach by the Company prior to Closing, and consummated the Closing without informing the Company of the breach and providing an opportunity to the Company, for a period of five (5) business days, to either cure the breach or elect to terminate this Agreement. In order that Buyer Investor 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 CompaniesCompany, Seller the Company shall furnish, and shall cause each the Company to furnish, the representatives of Buyer Investor during such period with all such information and copies of such documents concerning the affairs of such the 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, BuyerInvestor, its employees and representatives shall keep confidential and shall not use in any manner any information or documents obtained from either the Company or the Seller concerning their respective its assets, properties, business and operations, unless readily ascertainable from public or published information, or trade sources, or subsequently developed by Buyer Investor independent of any investigation of the CompaniesCompany, or received from a third party not under an obligation to the Companies or Seller Company to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or either of the Companies Company shall be returned.

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, XXPXxxxxxxxx Traurig, and Buyer's accountants, to make such investigation of the assets, properties, business and operations of the Company, 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 Companies 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 wishesdesires. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances circumstances, and Seller shall cause the Companies 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. 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 AmeriSteel 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 CompaniesAmeriSteel, or received from a third party not under an obligation to the Companies AmeriSteel or Seller to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or either of the Companies AmeriSteel shall be promptly returned.

Examinations and Investigations. Prior to Between the date hereof and the Closing Date, Buyer shall be entitled, through its employees and representatives, including, without limitation, its counsel, Smitx, Xxmbxxxx & Xussxxx, XXP, and Buyer's counsel and accountants, to make such investigation of the assets, properties, business and operations of the CompanySeller, and such examination of the books, records and financial condition of the Companies Seller as Buyer wishesmay deem necessary or desirable. Any such investigation Such investigations and examination examinations shall be conducted at reasonable times and under reasonable circumstances circumstances, and Stockholder and Seller shall cause the Companies to cooperate fully therein. No investigation or examination by Buyer (or failure to conduct such an investigation) shall diminish or obviate any of the representations, warranties, covenants or agreements of Stockholder or 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, investigation and examination or investigation as it may wish of the business and affairs of the CompaniesSeller, Seller shall furnish, and shall cause each Company Seller to furnish, to the representatives of Buyer during such period with period, all such information and copies of such documents concerning the affairs of such Company Seller as such representatives may reasonably request and shall cause its their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such representatives in connection with such review review, investigation and examination. If In the event this Agreement terminates, Buyer, Buyer and its employees and representatives shall keep confidential and shall not use in any manner any information or documents obtained from either Company Stockholder 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 . In the Companies, or received from a third party not under an obligation to the Companies or Seller to keep such information confidential. If event this Agreement terminates, any all but one copy of the documents obtained from Seller or either of the Companies shall be returnedreturned or destroyed.

Examinations and Investigations. Prior to the Closing Date, Buyer ------------------------------- shall be entitled, through its employees and representatives, including, without limitation, its counsel, SmitxXxxxx, Xxmbxxxx Xxxxxxxx & Xussxxx, XXPXxxxxxx, 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 Company as Buyer wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and Seller and the Principals shall cause the Companies to Company 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 and the Principals 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 CompaniesCompany, Seller and the Principals shall furnish, and shall cause each the Company to furnish, the representatives of Buyer during such period with all such information and copies of such documents concerning the affairs of such the 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 the Company or the Seller concerning their respective its 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 CompaniesCompany, or received from a third party not under an obligation to the Companies Company or Seller to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or either of the Companies Company shall be returnedreturned and the confidentiality obligations herein shall survive for so long as such information remains confidential.