Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. Subject to the Confidentiality Agreement, from the date hereof through the Closing Date: (a) Seller shall, and shall cause its officers, directors, employees and agents to, afford the Representatives of Buyer and its affiliates complete access at all reasonable times to the Assets for the purpose of inspecting the same, and to the officers, employees, agents, attorneys, accountants, properties, Books and Records and Contracts of Seller, and shall furnish Buyer and its Representatives all financial, operating and other data and information as Buyer or its affiliates, through their respective Representatives, may reasonably request. (i) Buyer shall have the right, at its sole cost and expense to (A) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about the Leased Real Property, and such other procedures as may be recommended by a designated employee or an independent environmental consultant selected by Buyer (the "Consultant") based on its reasonable professional judgment, in a manner consistent with good engineering practice, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Leased Real Property, including without limitation the visual inspection of the Facilities for asbestos-containing construction materials; provided, in each case, such tests and inspections shall be conducted only (1) during regular business hours; and (2) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Leased Property. (ii) Buyer's right to conduct tests, inspect records and other documents, and visually inspect all buildings and equipment at the Leased Real Property shall also be subject to the following terms and conditions: (A) All testing performed on Buyer's behalf shall be conducted by the Consultant or a designated employee; (B) Seller shall have the right to accompany the Consultant or designated employee as it performs testing; (C) Except as otherwise required by law, any information concerning the Leased Real Property gathered by Buyer or the Consultant as the result of, or in connection with, the testing shall be kept confidential in accordance with subsection (D) below and shall not be revealed to, or discussed with, anyone other than Representatives of Buyer or Representatives of Seller or Parent who agree to comply with the provisions of subsection (D) below; and (D) In the event that any party to this Agreement or any party set forth in subsection (C) above is requested or required to disclose information described in subparagraph (b)(i), Buyer shall provide Seller or Seller shall provide Buyer, as the case may be, with prompt notice of such request so that Seller or Buyer, as the case may be, may seek an appropriate protective order or waiver of the other party's compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party is nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party will furnish only that portion of the information which is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information. The requirements of this subparagraph shall not apply to information in the public domain or lawfully acquired on a nonconfidential basis from others. (E) Buyer shall promptly deliver to Seller copies of all test and laboratory results and all reports by environmental consultants regarding the environmental conditions at the Leased Real Property. (F) Buyer shall repair any damage to the Leased Real Property resulting from Buyer's testing of the property, and shall indemnify and hold harmless Seller from all costs and liabilities arising out of such testing, which obligation and indemnity shall survive the Closing Date or termination of this Agreement. Provided, however, that unless such investigations reveal a material breach of a representation or warranty of Seller, no information obtained by Buyer as a result of such investigation shall relieve Buyer of its obligations to complete the transactions contemplated by this Agreement.

Investigation by Buyer. Subject to the Confidentiality Agreement, from From the date hereof through the Closing Date: (a) Seller shall, and shall cause its officers, directors, employees and agents to, afford the Representatives of Buyer and its affiliates complete access at all reasonable times to the Assets for the purpose of inspecting the same, and to the officers, employees, agents, attorneys, accountants, properties, Books and Records and Contracts of Seller, and shall furnish Buyer and its Representatives all financial, operating and other data and information as Buyer or its affiliates, through their respective Representatives, may reasonably request. (i) Buyer shall have the right, at its sole cost and expense to (A) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about the Leased Real Property, and such other procedures as may be recommended by a designated employee or an independent environmental consultant selected by Buyer (the "“Consultant"”) based on its reasonable professional judgment, in a manner consistent with good engineering practice, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Leased Real Property, including without limitation the visual inspection of the Facilities for asbestos-containing construction materials; provided, in each case, such tests and inspections shall be conducted only only (1) during regular business hours; and (2) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Leased Property. (ii) Buyer's ’s right to conduct tests, inspect records and other documents, and visually inspect all buildings and equipment at the Leased Real Property shall also be subject to the following terms and conditions: (A) All testing performed on Buyer's ’s behalf shall be conducted by the Consultant or a designated employeeConsultant; (B) Seller shall have the right to accompany the Consultant or designated employee as it performs testing; (C) Except as otherwise required by law, any information concerning the Leased Real Property gathered by Buyer or the Consultant as the result of, or in connection with, the testing shall be kept confidential in accordance with subsection (D) below and shall not be revealed to, or discussed with, anyone other than Representatives of Buyer or Representatives of Seller or Parent who agree to comply with the provisions of subsection (D) below; and (D) In the event that any party to this Agreement or any party set forth in subsection (C) above is requested or required to disclose information described in subparagraph (b)(i), Buyer shall provide Seller or Seller shall provide Buyer, as the case may be, with prompt notice of such request so that Seller or Buyer, as the case may be, may seek an appropriate protective order or waiver of by the other party's ’s compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party is nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party will furnish only that portion of the information which is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information. The requirements of this subparagraph shall not apply to information in the public domain or lawfully acquired on a nonconfidential basis from others. (E) Buyer shall promptly deliver to Seller copies of all test and laboratory results and all reports by environmental consultants regarding the environmental conditions at the Leased Real Property. (F) Buyer shall repair any damage to the Leased Real Property resulting from Buyer's testing of the property, and shall indemnify and hold harmless Seller from all costs and liabilities arising out of such testing, which obligation and indemnity shall survive the Closing Date or termination of this Agreement. Provided, however, that unless such investigations reveal a material breach of a representation or warranty of Seller, no information obtained by Buyer as a result of such investigation shall relieve Buyer of its obligations to complete the transactions contemplated by this Agreement.

Investigation by Buyer. Subject to the Confidentiality Agreement, from the date hereof through the Closing Date: (a) Seller shall, and shall cause its officers, directors, employees and agents to, afford the Representatives of Buyer and its affiliates complete access at all reasonable times to the Assets for the purpose of inspecting the same, and to the officers, employees, agents, attorneys, accountants, properties, Books and Records and Contracts of Seller, and shall furnish Buyer and its Representatives all financial, operating and other data and information as Buyer or its affiliates, through their respective Representatives, may reasonably request. (i) Buyer shall have the right, at its sole cost and expense to (A) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about the Leased Real Property, and such other procedures as may be recommended by a designated employee or an independent environmental consultant selected by Buyer (the "Consultant") based on its reasonable professional judgment, in a manner consistent with good engineering practice, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Leased Real Property, including without limitation the visual inspection of the Facilities for asbestos-containing construction materials; providedPROVIDED, in each case, such tests and inspections shall be conducted only (1) during regular business hours; and (2) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Leased Property. (ii) Buyer's right to conduct tests, inspect records and other documents, and visually inspect all buildings and equipment at the Leased Real Property shall also be subject to the following terms and conditions: (A) All testing performed on Buyer's behalf shall be conducted by the Consultant or a designated employeeConsultant; (B) Seller shall have the right to accompany the Consultant or designated employee as it performs testing; (C) Except as otherwise required by law, any information concerning the Leased Real Property gathered by Buyer or the Consultant as the result of, or in connection with, the testing shall be kept confidential in accordance with subsection (D) below and shall not be revealed to, or discussed with, anyone other than Representatives of Buyer or Representatives of Seller or Parent who agree to comply with the provisions of subsection (D) below; and (D) In the event that any party to this Agreement or any party set forth in subsection (C) above is requested or required to disclose information described in subparagraph (b)(i), Buyer shall provide Seller or Seller shall provide Buyer, as the case may be, with prompt notice of such request so that Seller or Buyer, as the case may be, may seek an appropriate protective order or waiver of by the other party's compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party is nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party will furnish only that portion of the information which is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information. The requirements of this subparagraph shall not apply to information in the public domain or lawfully acquired on a nonconfidential basis from others. (E) Buyer shall promptly deliver to Seller copies of all test and laboratory results and all reports by environmental consultants regarding the environmental conditions at the Leased Real Property. (F) Buyer shall repair any damage to the Leased Real Property resulting from Buyer's testing of the property, and shall indemnify and hold harmless Seller from all costs and liabilities arising out of such testing, which obligation and indemnity shall survive the Closing Date or termination of this Agreement. Provided, however, that unless such investigations reveal a material breach of a representation or warranty of Seller, no information obtained by Buyer as a result of such investigation shall relieve Buyer of its obligations to complete the transactions contemplated by this Agreement.

Investigation by Buyer. Subject to the Confidentiality Agreement, from From the date hereof through the Closing Date: (a) Seller shall, and shall cause its officers, directors, employees and agents to, afford the Representatives of Buyer and its affiliates complete Affiliates full access at all reasonable times upon reasonable notice to the Purchased Assets for the purpose of inspecting the same, and to the officers, employees, agents, attorneys, accountants, properties, Books and Records and Contracts of Selleraccountants for the Business, and shall furnish Buyer and its Representatives all financial, operating and other data and information relating to the Business and the Purchased Assets as Buyer or its affiliatesAffiliates, through their respective Representatives, may reasonably request., provided, however, in any such case such access shall not unreasonably disrupt the operation of the Business or of Seller's other businesses or activities; (ib) Buyer shall have the right, at its sole cost and expense to to, (A) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about a Phase I environmental study with respect to the Leased Property and Owned Real Property, and such other procedures as may be recommended by a designated employee or an independent environmental consultant selected by Buyer (the "Consultant") based Property listed on its reasonable professional judgment, in a manner consistent with good engineering practiceSCHEDULE 6.4, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Owned Real Property and the Leased Real Property, including without limitation the visual inspection of the Facilities for asbestos-containing construction materials; providedPROVIDED, in each case, such tests and inspections shall be conducted only only (1) during regular business hours; and (2) in a manner which will not unduly interfere with the operation of the Business or Seller's other businesses or activities and/or the use of, access to or egress from the Owned Real Property and the Leased Property. (ii) Buyer's right to conduct tests, inspect records and other documents, and visually inspect all buildings and equipment at the Leased Real Property shall also be subject to the following terms and conditions: (A) All testing performed on Buyer's behalf shall be conducted by the Consultant or a designated employee; (B) Seller shall have the right to accompany the Consultant or designated employee as it performs testing; (C) Except as otherwise required by law, any information concerning the Leased Real Property gathered by Buyer or the Consultant as the result of, or in connection with, the testing shall be kept confidential in accordance with subsection (D) below and shall not be revealed to, or discussed with, anyone other than Representatives of Buyer or Representatives of Seller or Parent who agree to comply with the provisions of subsection (D) below; and (D) In the event that any party to this Agreement or any party set forth in subsection (C) above is requested or required to disclose information described in subparagraph (b)(i), Buyer shall provide Seller or Seller shall provide Buyer, as the case may be, with prompt notice of such request so that Seller or Buyer, as the case may be, may seek an appropriate protective order or waiver of the other party's compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party is nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party will furnish only that portion of the information which is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information. The requirements of this subparagraph shall not apply to information in the public domain or lawfully acquired on a nonconfidential basis from others. (E) Buyer shall promptly deliver to Seller copies of all test and laboratory results and all reports by environmental consultants regarding the environmental conditions at the Leased Real Property. (F) Buyer shall repair any damage to the Leased Real Property resulting from Buyer's testing of the property, and shall indemnify and hold harmless Seller from all costs and liabilities arising out of such testing, which obligation and indemnity shall survive the Closing Date or termination of this Agreement. Provided, however, that unless such investigations reveal a material breach of a representation or warranty of Seller, no information obtained by Buyer as a result of such investigation shall relieve Buyer of its obligations to complete the transactions contemplated by this Agreement.

Investigation by Buyer. Subject to the Confidentiality Agreement, from the date hereof through the Closing Date: (a) Seller shall, and shall cause its officers, directors, employees and agents to, afford the Representatives of Buyer and its affiliates complete access at all reasonable times to the Assets for the purpose of inspecting the same, and to the officers, employees, agents, attorneys, accountants, properties, Books and Records and Contracts of Seller, and shall furnish Buyer and its Representatives all financial, operating and other data and information as Buyer or its affiliates, through their respective Representatives, may reasonably request, including an unaudited consolidated balance sheet and the related statements of income, retained earnings and cash flow for each month from the date hereof through the Closing Date within fourteen (14) calendar days after the end of each month which financial statements shall (a) be true, correct and complete, (b) be in accordance with the books and records of Seller and (c) accurately set forth the assets, Liabilities and financial condition, results of operations and other information purported to be set forth therein in accordance with generally accepted accounting principles consistently applied. (i) Buyer shall have the right, at its sole cost and expense to (A) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about the Owned Real Property and the Leased Real Property, and such other procedures as may be recommended by a designated employee or an independent environmental consultant selected by Buyer (the "“Consultant"”) based on its reasonable professional judgment, in a manner consistent with good engineering practice, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Owned Real Property and the Leased Real Property, including without limitation the visual inspection of the Facilities for asbestos-containing construction materials; provided, in each case, such tests and inspections shall be conducted only only (1) during regular business hours; and (2) in a manner which will not unduly interfere with the operation of the Business and/or the use of, access to or egress from the Owned Real Property and the Leased Property. (ii) Buyer's ’s right to conduct tests, inspect records and other documents, and visually inspect all buildings and equipment at the Owned Real Property and the Leased Real Property shall also be subject to the following terms and conditions: (A) All testing performed on Buyer's ’s behalf shall be conducted by the Consultant or a designated employeeConsultant; (B) Seller shall have the right to accompany the Consultant or designated employee as it performs testing; (C) Except as otherwise required by law, any information concerning the Owned Real Property and the Leased Real Property gathered by Buyer or the Consultant as the result of, or in connection with, the testing shall be kept confidential in accordance with subsection (D) below and shall not be revealed to, or discussed with, anyone other than Representatives of Buyer or Representatives of Seller or Parent who agree to comply with the provisions of subsection (D) below; andand A-27 (D) In the event that any party to this Agreement or any party set forth in subsection (C) above is requested or required to disclose information described in subparagraph (b)(i), Buyer shall provide Seller or Seller shall provide Buyer, as the case may be, with prompt notice of such request so that Seller or Buyer, as the case may be, may seek an appropriate protective order or waiver of by the other party's ’s compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party is nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party will furnish only that portion of the information which is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information. The requirements of this subparagraph shall not apply to information in the public domain or lawfully acquired on a nonconfidential basis from others. (E) Buyer shall promptly deliver to Seller copies of all test and laboratory results and all reports by environmental consultants regarding the environmental conditions at the Leased Real Property. (F) Buyer shall repair any damage to the Leased Real Property resulting from Buyer's testing of the property, and shall indemnify and hold harmless Seller from all costs and liabilities arising out of such testing, which obligation and indemnity shall survive the Closing Date or termination of this Agreement. Provided, however, that unless such investigations reveal a material breach of a representation or warranty of Seller, no information obtained by Buyer as a result of such investigation shall relieve Buyer of its obligations to complete the transactions contemplated by this Agreement.

Investigation by Buyer. Subject to the Confidentiality Agreement, from From the date hereof through the Closing Date: (a) Seller shall, and shall cause its officers, directors, employees and agents to, afford the Representatives of Buyer and its affiliates complete Affiliates full access at all reasonable times upon reasonable notice to the Purchased Assets for the purpose of inspecting the same, and to the officers, employees, agents, attorneys, accountants, properties, Books and Records and Contracts of Selleraccountants for the Business, and shall furnish Buyer and its Representatives all financial, operating and other data and information relating to the Business and the Purchased Assets as Buyer or its affiliatesAffiliates, through their respective Representatives, may reasonably request., provided, however, in any such case such access shall not unreasonably disrupt the operation of the Business or of Seller’s other businesses or activities; (ib) Buyer shall have the right, at its sole cost and expense to to, (A) conduct tests of the soil surface or subsurface waters and air quality at, in, on, beneath or about a Phase I environmental study with respect to the Leased Property and Owned Real Property, and such other procedures as may be recommended by a designated employee or an independent environmental consultant selected by Buyer (the "Consultant") based Property listed on its reasonable professional judgment, in a manner consistent with good engineering practiceSchedule 6.4, (B) inspect records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents relevant to environmental conditions or environmental noncompliance, and (C) inspect all buildings and equipment at the Owned Real Property and the Leased Real Property, including without limitation the visual inspection of the Facilities for asbestos-containing construction materials; provided, in each case, such tests and inspections shall be conducted only only (1) during regular business hours; and (2) in a manner which will not unduly interfere with the operation of the Business or Seller’s other businesses or activities and/or the use of, access to or egress from the Owned Real Property and the Leased Property. (ii) Buyer's right to conduct tests, inspect records and other documents, and visually inspect all buildings and equipment at the Leased Real Property shall also be subject to the following terms and conditions: (A) All testing performed on Buyer's behalf shall be conducted by the Consultant or a designated employee; (B) Seller shall have the right to accompany the Consultant or designated employee as it performs testing; (C) Except as otherwise required by law, any information concerning the Leased Real Property gathered by Buyer or the Consultant as the result of, or in connection with, the testing shall be kept confidential in accordance with subsection (D) below and shall not be revealed to, or discussed with, anyone other than Representatives of Buyer or Representatives of Seller or Parent who agree to comply with the provisions of subsection (D) below; and (D) In the event that any party to this Agreement or any party set forth in subsection (C) above is requested or required to disclose information described in subparagraph (b)(i), Buyer shall provide Seller or Seller shall provide Buyer, as the case may be, with prompt notice of such request so that Seller or Buyer, as the case may be, may seek an appropriate protective order or waiver of the other party's compliance with this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, such party is nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else stand liable for contempt or suffer other censure or penalty, such party will furnish only that portion of the information which is legally required and will exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information. The requirements of this subparagraph shall not apply to information in the public domain or lawfully acquired on a nonconfidential basis from others. (E) Buyer shall promptly deliver to Seller copies of all test and laboratory results and all reports by environmental consultants regarding the environmental conditions at the Leased Real Property. (F) Buyer shall repair any damage to the Leased Real Property resulting from Buyer's testing of the property, and shall indemnify and hold harmless Seller from all costs and liabilities arising out of such testing, which obligation and indemnity shall survive the Closing Date or termination of this Agreement. Provided, however, that unless such investigations reveal a material breach of a representation or warranty of Seller, no information obtained by Buyer as a result of such investigation shall relieve Buyer of its obligations to complete the transactions contemplated by this Agreement.