Investigation by the Buyers. Each Buyer has conducted its own investigation, to the extent that such Buyer has determined necessary or desirable, in connection with its purchase of Covered Securities and has determined to enter into and complete such transaction based solely on such investigation and the specific representations and warranties of the H&Q Parties and the Company set forth in this Agreement.
Investigation by the Buyers. During the Interim Period the Sellers shall (i) provide the Buyers with reasonable access to and the right to inspect and perform noninvasive sampling of all Properties and to inspect all books and records and other documents and data of the Transferred Companies; (ii) furnish the Buyers with such financial, operating and other data and information related to the Transferred Companies as the Buyers may reasonably request and that is in the possession or control of the Sellers; (iii) upon reasonable notice to the Sellers, permit the Buyers to interview managerial personnel familiar with the Transferred Companies generally; (iv) instruct the advisors, consultants and other Representatives of the Sellers to cooperate with the Buyers in their investigation of the Transferred Companies and their assets; (v) provide the Buyers with copies of any proposed amendment to any Contract and any proposed new Contract, regardless of whether prior written consent of the Buyer relating thereto is required by Section 6.14; and (vi) provide the Buyers with copies of any correspondence or notice asserting or threatening the assertion of a default under or termination of any Material Contract. No investigation by the Buyers or information received by the Buyers shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Sellers in this Agreement. Notwithstanding the foregoing, the Sellers shall not be required to provide any information that is (A) subject to attorney-client privilege to the extent doing so would cause such privilege to be waived, (B) prohibited to be disclosed by Law or (iii) subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition (after the Sellers have used reasonable efforts to obtain the consent of the other party to disclose such information and such consent has been denied).
Investigation by the Buyers. During the period from the date of this Agreement to the Closing Date, the Buyers shall be given free access to the offices, records, files, stock books, minute books, books of account and copies of tax returns of the Seller for the purpose of conducting an investigation of its financial condition, status, liabilities, contracts, business operations, property and title thereto, litigation, patents, trademarks, copyrights and all other matters relating to its business, properties and assets, through the Buyers' employees or independent public accountants or outside business consultants.
Investigation by the Buyers. (a) Prior to the Closing, upon reasonable notice from IAC (on behalf of itself and the other Buyers) to Xxxx given in accordance with this Agreement, the Sellers will, and Xxxx and the Stock Sellers will cause the Sale Companies to, afford to the officers, attorneys, accountants or other authorized representatives of the Buyers reasonable access during normal business hours to the facilities, assets and the books and records of the Asset Sellers and the Sale Companies so as to afford the Buyers a reasonable opportunity to make, at their cost and expense, such review, examination and investigation of the Business as they may reasonably desire to make; provided, however, that the Sellers and the Sale Companies shall not be required to violate any obligation of confidentiality to which it is subject or to waive any privilege which it may possess in discharging its obligations pursuant to this Section 8.3(a); and provided, further, that the Sellers and the Sale Companies shall not be required to furnish or otherwise make available to the Buyers customer-specific data or other competitively sensitive information relating to areas of the Business in which the Buyers or their Affiliates compete against the Sellers and the Sale Companies. The Buyers agree that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of to the Business. Notwithstanding the foregoing, nothing in this Section 8.3(a) shall permit the Buyers to conduct any soil, groundwater or other environmental sampling without Xxxx'x prior written consent. The Buyers at their sole cost will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. No Buyer will contact any employee of the Asset Sellers or the Sale Companies without previously consulting with an authorized representative of Xxxx. Prior to the Closing, the Sellers will furnish to IAC, or cause to be furnished to IAC, such financial and operating data and other information pertaining to the Business and the Sale Companies as IAC may reasonably request.
