Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, such review, examination and investigation of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser Parent (on behalf of itself and Purchaser) to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser and Parent reasonable access during normal business hours to the facilities facilities, assets and the books and records of the Company Mastercraft Group so as to afford Purchaser and Parent a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company Business as Purchaser and Parent may reasonably desire to make, including without limitation asset appraisals relating to inventory, receivables, fixed assets and other assets and a so-called "Phase I" (i.e.I.E., documentary review and walk-through site inspection) preliminary environmental evaluationevaluations; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser and Parent will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Neither Parent nor Purchaser will contact any employee of Seller without the prior written approval of an authorized representative of Seller. Prior to the Closing, Seller will furnish to Parent or Purchaser, or cause to be furnished to Parent or Purchaser, such financial and operating data and other information pertaining to the Company Business as Parent or Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, itself or any Post-Closing Affiliate or the Companyof its Affiliates, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract or agreement to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) subject, or grant access to any of their proprietary or confidential information not related to the Businessinformation.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, Seller will, and Parent will cause the Company to, Seller to afford to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities facilities, assets and the books and records of the Company Business so as to afford Purchaser a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company Business as Purchaser may reasonably desire to make, including without limitation a provided, however, no so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that evaluation and no borings or other so-called "Phase II" environmental examinations will be performed without SellerParent's prior written consent, consent which consent may be given or withheld in SellerParent's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Purchaser will not contact any employee of Seller or Parent without the prior approval of an authorized representative of Parent. Prior to the Closing, Seller Parent will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company Business as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Parent or Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Companytheir businesses, violate the terms of any applicable Law or rules of any national stock exchange applicable to it contract or its Affiliates or any Contract agreement to which any of them Parent or Seller is a party or to by which any of them Parent or Seller or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) subject, or grant access to any of their proprietary or confidential information information. The covenants set forth in this Section 3.1 will not related to survive the BusinessClosing.

Investigation by Purchaser. From the date of this Agreement until the earlier of the Closing and the date that this Agreement is terminated in accordance with its terms, Sellers shall, and shall cause its Affiliates to, provide Purchaser and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to all officers, employees, consultants, contractors, agents and accountants of Sellers and their Affiliates and their respective assets, properties, books and records, in each case, to the extent related to the Purchased Assets, Assumed Liabilities or Project, but only to the extent that such access does not unreasonably interfere with the business and operations of Sellers and their Affiliates. Notwithstanding the foregoing, Sellers shall not be required to, and shall not be required to cause its Affiliates to, furnish any such information where the furnishing of such information would (a) Prior violate any Law, Order, Permit or Governmental or Regulatory Approval applicable to Sellers or any of their Affiliates, assets and properties, including the Project, (b) result in the loss of attorney-client privilege with respect to such information, (c) result in a breach of a Contract to which Sellers or any of their Affiliates is a party, or (d) result in the disclosure of any trade secret, proprietary or confidential information of third parties (including any bids received from others in connection with the transactions contemplated by this Agreement and the information and analysis (including financial analysis) relating to such bids); provided that if any material is withheld by Sellers pursuant to this sentence, Sellers shall inform Purchaser as to the Closinggeneral nature of what is being withheld, upon reasonable notice from and Sellers shall cooperate with Purchaser to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford find a way to allow disclosure of such information to the officersextent doing so would not reasonably be likely to violate any such applicable Law, attorneysOrder, accountants Permit or Governmental or Regulatory Approval or result in the loss of a privilege, a breach or a disclosure, as applicable, under clauses (a) through (d) of this sentence. Sellers shall have the right to have a representative present at all times during any such inspection, interview or examination by Purchaser and/or its Representatives conducted at or on the offices or other authorized representatives facilities or properties of Sellers and to impose reasonable restrictions and requirements for liability and safety purposes. Nothing in this Section 5.01 shall entitle Purchaser reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to makeconduct any sampling, at its sole cost and expense, such review, examination and investigation of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings monitoring or other so-called "Phase II" surface, subsurface or invasive investigation, assessment or analysis of soil, groundwater, building materials, ambient air, or other environmental examinations will be performed media or emissions on any Real Property owned or leased by Sellers or their Affiliates without Seller's Sellers’ prior written consent, which consent may be given or withheld in Seller's sole Sellers’ reasonable discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable -------------------------- notice from Purchaser Parent (on behalf of itself and Purchaser) to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser and Parent reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser and Parent a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company as Purchaser and Parent may reasonably desire to make, including without limitation a so-so- called "Phase I" (i.e., documentary review and walk-through site inspection) ---- preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser and Parent will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Parent or Purchaser, or cause to be furnished to Parent or Purchaser, such financial and operating data and other information pertaining to the Company as Parent or Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business. (b) Subject to Section 3.2, whether or not the Closing occurs, Parent and Purchaser will, and will cause each of their Affiliates to, treat in confidence all documents, materials and other information (including without limitation information relating to supply and sales agreements and relationships with third persons or entities) disclosed by any other party that is not its Affiliate, whether before, during or after the course of the negotiations leading to the execution of this Agreement or thereafter, including without limitation in its investigation of the other parties and in the preparation of agreements, schedules and other documents relating to the consummation of the transactions contemplated hereby. Prior to the Closing, and in the event that this Agreement is terminated, neither Purchaser, Parent nor any of their Affiliates will, and if the Closing occurs C&A will not and will cause its Affiliates not to, disclose to any third party any confidential information, except as required by Law or rules of any national stock exchange or any Governmental Authority applicable to it or its Affiliates or as Parent or Purchaser determines is required to be disclosed in connection with the financing described in Section 2.2.4, subject to Seller's right to review and reasonably object to such disclosure. If this Agreement is terminated, Purchaser, Parent and each of their Affiliates will return to Seller all originals and copies of all non- public documents and materials of the type provided for in this Section 3.1 which have been furnished or made available in connection with this Agreement, and Purchaser and Parent will destroy all notes, analyses, compilations, studies or other documents which contain or otherwise reflect such information.

Investigation by Purchaser. From the date hereof through the Closing Date (the “Due Diligence Period”), Purchaser will have the right to conduct (at its expense), during regular business hours, such due diligence, inspections and investigations as it may reasonably require with respect to the Company, its Subsidiaries and the Business, including, without limitation, claims relating to the Company, its Subsidiaries or their business, the Real Property and all operational, environmental (excluding environmental testing), legal, regulatory and financial matters relating to the Company, its Subsidiaries or their business. During such Due Diligence Period, upon reasonable prior notice during regular business hours, Seller and the Company will permit Purchaser and its representatives to have reasonable access to and to inspect (a) Prior all of the foregoing (subject to the Closing, upon reasonable notice from Purchaser restrictions contained in confidentiality agreements to Seller given in accordance with this Agreement, Seller will, and will cause which the Company toor any of its Subsidiaries is subject and privileged information), afford (b) work history related to employees of the Company and its Subsidiaries, and, (c) in order to discuss the Business and the affairs of the Company and its Subsidiaries, with prior consent of the Company (which shall not be unreasonably withheld), and, if Seller or the Company so desire, with participation or in the presence of representatives of Seller and/or the Company, to the officers, attorneys, accountants or other authorized representatives and employees with knowledge of Purchaser reasonable access during normal the business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to makeand its Subsidiaries, at its sole cost customers and expense, such review, examination and investigation vendors of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" and its Subsidiaries (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings which discussions shall not be deemed by Seller or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause Company to be furnished a violation of any confidentiality agreement with Purchaser). All information obtained by Purchaser hereunder shall be treated as confidential information pursuant to Purchaser, such financial Section 3.9. Seller and operating data and other information pertaining to the Company as Purchaser may reasonably request; providedwill cooperate, howeverand use their respective commercially reasonable efforts to cause such officers and employees to cooperate, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itselfwith such due diligence, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Businessinspections and investigations.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser Parent (on behalf of itself and Purchaser) to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser and Parent reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser and Parent a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company as Purchaser and Parent may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser and Parent will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Parent or Purchaser, or cause to be furnished to Parent or Purchaser, such financial and operating data and other information pertaining to the Company as Parent or Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, such review, examination and investigation of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.of