Common use of Examinations and Investigations Clause in Contracts

Examinations and Investigations. From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement, Sellers, upon reasonable advance notice, shall provide and shall cause the Global Business to provide Purchasers, their employees, consultants and representatives, including, its attorneys, accountants and financial advisors, reasonable access to the facilities of the Global Business to make such investigations of the property and plant and such examination of the books (including Tax returns filed and those in preparation, but not Tax returns of Sellers’ Group or U.K. Seller), personnel and additional financial and operating data and other information relating to the Global Business (including, all documents, or copies thereof, listed in the schedules, and all files, records and papers of any and all proceedings and matters listed in the schedules) as Purchasers may reasonably request, and cause their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with Purchasers and their respective Representatives in connection with such review and examination; provided that: (a) such access shall be during normal business hours and shall not unreasonably interfere with or be unduly disruptive to the operations of the Global Business; (b) in the reasonable opinion of each of the Sellers, the furnishing of such information shall not cause such Seller to be in violation of any Law or regulation or breach or violation of any contract or, in such Seller’s good faith judgment, any ability to successfully assert a claim of privilege; (c) Purchasers shall treat all information so obtained in accordance with the terms of the Confidentiality Agreement, dated as of December 19, 2008, between U.S. Seller and U.S. Purchaser (the “Confidentiality Agreement”) and (d) with respect to consolidated, combined, unitary, affiliated or similar Tax Returns which include U.S. Seller and any of its Affiliates other than Company, Purchasers shall only have access to portions of such Tax Returns relevant to the Global Business. Notwithstanding anything to the contrary set forth in this Agreement, neither Sellers nor any of their respective Affiliates, shall be required to disclose to Purchasers or their authorized agents and representatives (the authorized agents and representatives of either Seller or Purchaser herein referred to as the “Representatives”) any (i) information relating to any sale or divestiture process conducted by Sellers or any of its Affiliates with respect to the Global Business (or any portion thereof), (ii) information relating to any evaluation of the Global Business (or any portion thereof) prepared in connection with any such sale or divestiture process, or (iii) investigative or internal memoranda or reports prepared in connection with any dispute between Sellers and Purchasers. Purchasers agree that they will, and will cause their Representatives to, use any information obtained pursuant to this Section 3.1 only in connection with the evaluation of the Contemplated Transactions.

Examinations and Investigations. From and after the date hereof until the earlier of Prior to the Closing Date or the termination of this AgreementDate, SellersInvestor shall be entitled, upon reasonable advance notice, shall provide and shall cause the Global Business to provide Purchasers, their employees, consultants through its employees and representatives, including, without limitation, its attorneyscounsel, accountants and financial advisorsSmith, reasonable access to the facilities of the Global Business Gambrell & Russell, LLP, anx Xxxxxxxx'x xxxxxxxxxxx, to make such investigations investigation of the property assets, properties, business and plant operations of the Company, and such examination of the books (including Tax returns filed and those in preparation, but not Tax returns of Sellers’ Group or U.K. Seller), personnel and additional financial and operating data and other information relating to the Global Business (including, all documents, or copies thereof, listed in the schedules, and all filesbooks, records and papers financial condition of the Company as Investor wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Company shall cooperate fully therein. No investigation by Investor (or failure to conduct such an investigation) shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company under this Agreement, or Investor'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 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 Company, the Company shall furnish, and shall cause the Company to furnish, the representatives of Investor during such period with all proceedings such information and matters listed in copies of such documents concerning the schedules) affairs of the Company as Purchasers such representatives may reasonably request, request and cause their respective its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with Purchasers and their respective Representatives such representatives in connection with such review and examination; provided that: (a) such access . If this Agreement terminates, Investor, its employees and representatives shall be during normal business hours keep confidential and shall not unreasonably interfere with use in any manner any information or be unduly disruptive documents obtained from the Company concerning its assets, properties, business and operations, unless readily ascertainable from public or published information, or trade sources, or subsequently developed by Investor independent of any investigation of the Company, or received from a third party not under an obligation to the operations of the Global Business; (b) in the reasonable opinion of each of the Sellers, the furnishing of Company to keep such information shall not cause such Seller to be in violation of any Law or regulation or breach or violation of any contract or, in such Seller’s good faith judgmentconfidential. If this Agreement terminates, any ability to successfully assert a claim of privilege; (c) Purchasers shall treat all information so documents obtained in accordance with from the terms of the Confidentiality Agreement, dated as of December 19, 2008, between U.S. Seller and U.S. Purchaser (the “Confidentiality Agreement”) and (d) with respect to consolidated, combined, unitary, affiliated or similar Tax Returns which include U.S. Seller and any of its Affiliates other than Company, Purchasers shall only have access to portions of such Tax Returns relevant to the Global Business. Notwithstanding anything to the contrary set forth in this Agreement, neither Sellers nor any of their respective Affiliates, Company shall be required to disclose to Purchasers or their authorized agents and representatives (the authorized agents and representatives of either Seller or Purchaser herein referred to as the “Representatives”) any (i) information relating to any sale or divestiture process conducted by Sellers or any of its Affiliates with respect to the Global Business (or any portion thereof), (ii) information relating to any evaluation of the Global Business (or any portion thereof) prepared in connection with any such sale or divestiture process, or (iii) investigative or internal memoranda or reports prepared in connection with any dispute between Sellers and Purchasers. Purchasers agree that they will, and will cause their Representatives to, use any information obtained pursuant to this Section 3.1 only in connection with the evaluation of the Contemplated Transactionsreturned.

Examinations and Investigations. From (a) The Vendors and after the date hereof Company shall at all times until the earlier 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 Date or give the termination of this Agreement, Sellers, upon reasonable advance notice, shall provide Purchaser and shall cause the Global Business to provide Purchasers, their employees, consultants its representatives full and representatives, including, its attorneys, accountants and financial advisors, reasonable unrestricted access to the facilities assets of the Global 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 property Acquired Companies and plant and such examination of the books (including Tax returns filed and those in preparation, but not Tax returns of Sellers’ Group or U.K. Seller), personnel and additional financial and operating data and other information relating Business at any time prior to the Global Business (including, Closing. The Vendors and the Company shall give all documents, or copies thereof, listed in the schedules, such Persons all reasonable means to effect such examinations and all files, records investigations and papers of any and all proceedings and matters listed in the schedules) as Purchasers may reasonably request, and shall cause their respective officersits agents, employees, consultantsofficers 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, agents, accountants provincial and attorneys to cooperate fully with Purchasers and their respective Representatives in connection with such review and examination; provided that: (amunicipal) such access shall be during normal business hours and shall not unreasonably interfere with sign any documents or be unduly disruptive to the operations forms of consent incidental thereto. The exercise of any rights of access, inspection or examination by or on behalf of the Global Business; 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) in Any information obtained by the reasonable opinion of each of Purchaser prior to the Sellers, the furnishing of such information Closing pursuant to Section 6.2(a) shall not cause such Seller be subject to be in violation of any Law or regulation or breach or violation of any contract or, in such Seller’s good faith judgment, any ability to successfully assert a claim of privilege; (c) Purchasers shall treat all information so obtained in accordance with the terms of the Confidentiality Agreement, dated as of December 19, 2008, between U.S. Seller and U.S. Purchaser that certain confidentiality agreement (the “Confidentiality Agreement”) and (d) with respect to consolidateddated January 10, combined2019 between the Parties. Effective upon the Closing, unitary, affiliated or similar Tax Returns which include U.S. Seller and any of its Affiliates other than Company, Purchasers the Purchaser’s obligations under the Confidentiality Agreement shall only have access to portions of such Tax Returns relevant to the Global Business. Notwithstanding anything to the contrary set forth in this Agreement, neither Sellers nor any of their respective Affiliates, shall be required to disclose to Purchasers or their authorized agents and representatives (the authorized agents and representatives of either Seller or Purchaser herein referred to as the “Representatives”) any (i) information relating to any sale or divestiture process conducted by Sellers or any of its Affiliates with respect to the Global Business (or any portion thereof), (ii) information relating to any evaluation of the Global Business (or any portion thereof) prepared in connection with any such sale or divestiture process, or (iii) investigative or internal memoranda or reports prepared in connection with any dispute between Sellers and Purchasers. Purchasers agree that they will, and will cause their Representatives to, use any information obtained pursuant to this Section 3.1 only in connection with the evaluation of the Contemplated Transactionsterminate.

Examinations and Investigations. From (a) Except as provided for herein, the Vendor has granted the Purchaser and after its Agents, and the date hereof until Purchaser acknowledges that it has been granted, unrestricted access to, and has reviewed, all Records and other documents relating to the earlier Purchased Business and the Purchased Assets in the possession or under the control of the Vendor, save and except for Confidential Information and Competitive Information which shall be dealt with in accordance with sections 7.2(b) and 7.2(c). (b) The Vendor shall grant access to and a reasonable opportunity to review the Competitive Information only to authorized representatives of the Purchaser (together with those of their reports who have specialized expertise in the area under consideration and whose input is reasonably required by such named individuals in respect of such area under consideration, all of such named individuals and such reports are collectively the "Specified Individuals") on behalf of the Purchaser for a period of 1 Business Day prior to the Closing Date. The Purchaser shall cause such Specified Individuals not to share such Competitive Information with any Person who is not involved in the sale of the Purchased Assets, except for Purchaser's officers involved in this transaction and the Purchaser's directors prior to Closing. (c) The Purchaser acknowledges that the Vendor has delivered to the Purchaser a list of material documents of the Corporation which have not been disclosed to the Purchaser or its representatives on the grounds that the Vendor views them as containing Confidential Information. The Vendor, in preparing such list, represents and warrants that it has disclosed such information regarding the subject matter and substance of such agreements as in its opinion could reasonably be disclosed without violating any applicable confidentiality covenant. Upon the request of the Purchaser for a document set out in such list, the Vendor shall use commercially reasonable efforts to obtain the consent of the third party in favour of whom the Confidential Information covenant operates to disclose such Confidential Information to the Purchaser, and the Specified Individuals on behalf of the Purchaser shall have a period of 1 Business Day prior to the Closing Date or the termination of this Agreement, Sellers, upon reasonable advance notice, shall provide and to review all such Confidential Information. The Purchaser shall cause such Specified Individuals not to share such Confidential Information with any Person who is not involved in the Global Business to provide Purchasers, their employees, consultants and representatives, including, its attorneys, accountants and financial advisors, reasonable access to the facilities sale of the Global Business to make such investigations of the property and plant and such examination of the books (including Tax returns filed and those in preparationPurchased Assets, but not Tax returns of Sellers’ Group or U.K. Seller), personnel and additional financial and operating data and other information relating to the Global Business (including, all documents, or copies thereof, listed in the schedules, and all files, records and papers of any and all proceedings and matters listed in the schedules) as Purchasers may reasonably request, and cause their respective officers, employees, consultants, agents, accountants and attorneys to cooperate fully with Purchasers and their respective Representatives in connection with such review and examination; provided that: (a) such access shall be during normal business hours and shall not unreasonably interfere with or be unduly disruptive to the operations of the Global Business; (b) in the reasonable opinion of each of the Sellers, the furnishing of such information shall not cause such Seller to be in violation of any Law or regulation or breach or violation of any contract or, in such Seller’s good faith judgment, any ability to successfully assert a claim of privilege; (c) Purchasers shall treat all information so obtained in accordance with the terms of the Confidentiality Agreement, dated as of December 19, 2008, between U.S. Seller and U.S. Purchaser (the “Confidentiality Agreement”) and (d) with respect to consolidated, combined, unitary, affiliated or similar Tax Returns which include U.S. Seller and any of its Affiliates other than Company, Purchasers shall only have access to portions of such Tax Returns relevant to the Global Business. Notwithstanding anything to the contrary set forth except for Purchaser's officers involved in this Agreement, neither Sellers nor any of their respective Affiliates, shall be required transaction and the Purchaser's directors prior to disclose to Purchasers or their authorized agents and representatives (the authorized agents and representatives of either Seller or Purchaser herein referred to as the “Representatives”) any (i) information relating to any sale or divestiture process conducted by Sellers or any of its Affiliates with respect to the Global Business (or any portion thereof), (ii) information relating to any evaluation of the Global Business (or any portion thereof) prepared in connection with any such sale or divestiture process, or (iii) investigative or internal memoranda or reports prepared in connection with any dispute between Sellers and Purchasers. Purchasers agree that they will, and will cause their Representatives to, use any information obtained pursuant to this Section 3.1 only in connection with the evaluation of the Contemplated TransactionsClosing.