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, 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. Prior to the Closing Date, Buyer ------------------------------- shall be entitled, through its employees and representatives, including, without limitation, its counsel, Xxxxxxxxx TraurigSmitx, Xxmbxxxx & Xussxxx, XXP, and Buyer's accountants, to make such investigation of the assets, properties, business and operations of FLS the Company, 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 Companies as Buyer desireswishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and Seller shall cause and specifically direct AmeriSteel 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 AmeriSteel 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 AmeriSteelthe Companies, or received from a third party not under an obligation to AmeriSteel the Companies or Seller to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or AmeriSteel either of the Companies shall be promptly returned.

Examinations and Investigations. Prior to the Closing Date, Buyer ------------------------------- shall be entitled, through its employees and representatives, including, without limitation, its counsel, Xxxxxxxxx TraurigXxxxx, Xxxxxxxx & Xxxxxxx, and Buyer's accountants, to make such investigation of the assets, properties, business and operations of FLS the Company, 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 Company as Buyer desireswishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and Seller and the Principals shall cause and specifically direct AmeriSteel to the 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 Company, Seller and the Principals shall furnish, and shall cause the Company to furnish, the representatives of Buyer during such period with all such information and copies of such documents concerning the affairs of 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 AmeriSteel or Seller the Company 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 AmeriSteelthe Company, or received from a third party not under an obligation to AmeriSteel the Company or Seller to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or AmeriSteel the Company shall be promptly returnedreturned and the confidentiality obligations herein shall survive for so long as such information remains confidential.

Examinations and Investigations. Prior to the Closing Date, Buyer ------------------------------- Investor shall be entitled, through its employees and representatives, including, without limitation, its counsel, Xxxxxxxxx TraurigSmith, and Buyer's accountantsGambrell & Russell, LLP, anx Xxxxxxxx'x xxxxxxxxxxx, to make such investigation of the assets, properties, business and operations of FLS the Company, and such examination of the books, records and financial condition of FLS the Company 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 desiresInvestor wishes. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, circumstances and Seller the Company shall cause and specifically direct AmeriSteel 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. BuyerIn 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 such information and copies of such documents concerning the affairs of 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, Investor, its employees and representatives shall keep confidential and shall not use in any manner any information or documents obtained from AmeriSteel or Seller the Company 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 AmeriSteelthe Company, or received from a third party not under an obligation to AmeriSteel or Seller the Company to keep such information confidential. If this Agreement terminates, any documents obtained from Seller or AmeriSteel the Company shall be promptly returned.