Common use of Full Access and Disclosure Clause in Contracts

Full Access and Disclosure. During the Interim Period (a) the Company shall, and the Seller shall cause the Company to, afford, and shall use its reasonable efforts to cause the Company’s independent certified public accountants to afford, to the Purchaser and its Representatives and to financial institutions and financing sources specified by the Purchaser and reasonably acceptable to the Seller, reasonable access during normal business hours to the Company’s offices, properties, books, and records in order that the Purchaser may have an opportunity to make such reasonable investigations of the affairs of the Company and its Subsidiaries, and (b) the Company shall cause its (and its Subsidiaries’) officers, employees, and auditors to furnish such additional financial and operating data and other information, as the Purchaser may from time to time reasonably request and as is readily available to the Company. From time to time during the Interim Period, the Company shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter arising after the date of this Agreement and of which the Company has Knowledge, that if had existed or occurred as of date of this Agreement, would have been required to be set forth or disclosed in the Disclosure Schedule; provided however, such supplemental information shall not be deemed to be an amendment to the Disclosure Schedule and any Breach of the obligations in this sentence shall not give rise to the failure of any condition to Closing unless the underlying facts requiring disclosure pursuant to this sentence would have caused the condition in Section 7.2(a) to not be satisfied.

Full Access and Disclosure. During the Interim Period (a) Each of the Company shall, and the Seller Companies shall cause the Company to, afford, and shall use its reasonable efforts to cause the Company’s independent certified public accountants to afford, afford to the Purchaser and its Representatives counsel, accountants and to financial institutions and financing sources specified by the Purchaser and reasonably acceptable to the Seller, other authorized representatives reasonable access during normal business hours to each of the Company’s officesCompanies' facilities, properties, books, books and records in order that the Purchaser may have an full opportunity to make such reasonable investigations as it shall desire to make of the affairs of each of the Company Companies, including financial audits; and its Subsidiaries, and (b) the Company Seller shall cause its (and its Subsidiaries’) each of the Companies' officers, employees, employees and auditors to furnish on a timely basis such additional financial and operating data and other information, information as the Purchaser may shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to each of the Companies made by each of the Companies' independent auditors in connection with any examination of each of the Companies' Financial Statements and as is readily available to the Company. books and records. (b) From time to time during prior to the Interim PeriodClosing Date, each of the Company Companies shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter hereafter arising after which, if existing or occurring at the date of this Agreement and of which the Company has Knowledge, that if had existed or occurred as of date of this Agreement, would have been required to be set forth herein or disclosed in disclosed. (c) In connection with any "due diligence" examination performed by the Disclosure Schedule; provided however, such supplemental information shall not be deemed to be an amendment Purchaser with respect to the Disclosure Schedule and any Breach business of each of the obligations in this sentence Companies, the Seller shall not give rise fully cooperate and the results of such "due diligence" examination shall be satisfactory to the failure of any condition to Closing unless the underlying facts requiring disclosure pursuant to this sentence would have caused the condition in Section 7.2(a) to not be satisfiedPurchaser.

Full Access and Disclosure. During the Interim Period (a) the Each Seller Company shall, and the Seller shall cause the Company to, afford, and shall use its reasonable efforts afford to cause the Company’s independent certified public accountants to afford, to the Purchaser and its Representatives counsel, accountants, agents and other authorized representatives and to financial institutions and financing sources specified by the Purchaser and reasonably acceptable to the Seller, reasonable access during normal business hours to the Company’s officesSeller Companies’ facilities, properties, books, books and records in order that the Purchaser may have an full opportunity to make such reasonable investigations as it shall desire to make of the affairs of Seller Companies; provided that in each case any visits by such Person to Seller Companies’ facilities shall be approved by the applicable Seller Company or Parent and its Subsidiaries, and (b) the Company accompanied by a representative of Seller Companies. Seller Companies shall cause its (and its Subsidiaries’) their officers, employees, counsel and auditors to furnish such additional financial and financial, operating data and other information, information as the Purchaser may shall from time to time reasonably request and as is readily available to the Companyincluding, without limitation, any internal control recommendations made by its independent auditors in connection with any audit of Seller Companies. From time to time during prior to the Interim PeriodClosing Date, the Company Seller Companies shall promptly supplement or amend information previously delivered to the Purchaser with respect to any matter hereafter arising after which, if existing or occurring at the date of this Agreement and of which the Company has Knowledge, that if had existed or occurred as of date of this Agreement, would have been required to be set forth or disclosed in the Disclosure Scheduleherein; provided provided, however, that such supplemental information shall not be deemed to be an amendment to the Disclosure Schedule any schedule hereto and any Breach of the obligations in this sentence shall not give rise to change the failure risk allocation of any condition to Closing unless the underlying facts requiring disclosure pursuant to this sentence would have caused the condition in Section 7.2(a) to not be satisfiedAgreement as between Purchaser, Parent and Seller Companies.

Full Access and Disclosure. During the Interim Period (a) the Company shall, and the Seller shall cause the Company toafford to Buyer and Parent and their counsel, affordaccountants, agents and shall use its reasonable efforts to cause the Company’s independent certified public accountants to afford, to the Purchaser and its Representatives other authorized representatives and to financial institutions and financing sources specified by the Purchaser and reasonably acceptable to the Seller, Buyer or Parent reasonable access during normal business hours to the Company’s officesSeller's plants, properties, books, books and records in order that the Purchaser Buyer and Parent may have an full opportunity to make such reasonable investigations as it shall desire to make of the affairs of Seller. Other than for the Company information set forth in the Schedules to this Agreement, no information or knowledge obtained in any investigation pursuant to this Section 7.7 or prior to the date of this Agreement shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and its Subsidiaries, and (b) the Company provisions of this Agreement. Seller shall cause its (and its Subsidiaries’) officers, employees, counsel and auditors to furnish such additional financial and operating data and other information, information as the Purchaser may Buyer or Parent shall from time to time reasonably request and as is readily available to the Companyincluding, without limitation, any internal control recommendations made by its independent auditors in connection with any audit of Seller. From time to time during prior to the Interim PeriodClosing Date, the Company Seller shall promptly supplement or amend information previously delivered to the Purchaser Buyer or Parent with respect to any matter hereafter arising after which, if existing or occurring at the date of this Agreement and of which the Company has Knowledge, that if had existed or occurred as of date of this Agreement, would have been required to be set forth or disclosed in the Disclosure Scheduleherein; provided provided, however, that such supplemental information shall not be deemed to be an amendment to the Disclosure Schedule any schedule hereto and any Breach of the obligations in this sentence shall not give rise to change the failure risk allocation of any condition to Closing unless this Agreement between Buyer and Parent on the underlying facts requiring disclosure pursuant to this sentence would have caused one hand and Seller and the condition in Section 7.2(a) to not be satisfiedShareholders on the other hand.