Investigation; Confidentiality. (a) From the Original Agreement Date until the Closing or earlier termination of this Agreement, upon reasonable notice and subject to the waiver of confidentiality obligations to third parties, each party hereto will, and will cause its Controlled Affiliates to, (i) permit the other parties hereto and their respective financial advisors and accounting and legal representatives to conduct an investigation and evaluation of (x) in the case of United, Liberty Sub and its business, and (y) in the case of the Liberty Parties, United, New United and their respective Subsidiaries and their respective businesses, (ii) provide such assistance as is reasonably requested and (iii) give access at reasonable times to the properties, books, Contracts, commitments, records and other information of, related to or concerning the businesses, assets, operations and personnel of such Persons. Such access and any information obtained by a party in connection with such investigation shall not affect or in any way limit the effectiveness of any representation, warranty, covenant or agreement made by any other party pursuant to this Agreement or any of the other Transaction Documents.
Investigation; Confidentiality. (a) The Purchaser ------------------------------ acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Electrophysiology Business, (ii) has been furnished with or given such adequate access to such information about the Electrophysiology Business as it has requested, (iii) has had independent legal, financial and technical advice relating to the Electrophysiology Business and the terms of this Agreement and the documents to be executed pursuant hereto and (iv) will not assert any claim against the Seller or any of its Affiliates or any of the Seller's or its Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants, counsel or representatives, or hold the Seller or any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the Seller contained in this Agreement or any Ancillary Agreement) furnished by the Seller or such persons concerning the Seller, the Subsidiaries or the Electrophysiology Business. Any implied warranty or similar rights applicable to any of the transactions contemplated hereby under the Law of any jurisdiction is hereby expressly and irrevocably waived by each party hereto to the fullest extent permitted by such Law, and each party hereto agrees that it shall not seek to enforce any such implied warranties or similar rights against the other party.
Investigation; Confidentiality. Between the date of this Agreement and the earlier of the termination of this Agreement in accordance with the provisions of Section 7.1 hereof or the Closing Date, each of Acquisition Co. and Company may, directly and through their representatives, make such investigation of the other party and its Business and Assets as it deems necessary or advisable, but such investigation shall not affect any of the representations and warranties contained herein or in any instrument or document delivered pursuant hereto. In furtherance of the foregoing, each of Acquisition Co. and Company and their representatives shall have reasonable access, during normal business hours after the date hereof, to all properties, books, contracts, commitments and records of the other, and each party shall furnish to the other party and its representatives such financial and operating data and other information as may from time to time be reasonably requested relating to the transactions contemplated by this Agreement. Each party and its management, employees, accountants and attorneys shall cooperate fully with the other and its representatives in connection with such investigation. With respect to information disclosed pursuant to this Section 4.3, the parties hereto shall comply with, and cause their respective representatives to comply with, all of their respective obligations under that certain Mutual Confidentiality Agreement previously executed by Company and Acquisition Co. (the “Confidentiality Agreement”).
Investigation; Confidentiality. (a) The Company shall give to Parent and Sub and their respective representatives full access upon reasonable prior notice and during normal business hours, to all officers, employees, agents, attorneys, accountants, assets, properties, books and records of the Company and its Subsidiaries, and shall cause its and its Subsidiaries' officers and independent auditors to furnish to such persons such financial and operating data and other information, including access to the working papers of its independent auditors, with respect to its business and properties and the business and properties of its Subsidiaries as such persons shall from time to time reasonably request; provided, however, that in conducting their investigation, Parent and Sub and such representatives may not interfere unreasonably with the business and operations of the Company and its Subsidiaries. Information obtained pursuant to the immediately preceding sentence shall constitute "Confidential Information" under the Confidentiality Agreement, subject to paragraph 4 of such Agreement. This Section shall supersede the first sentence of paragraph 6 of the Confidentiality Agreement and the Company shall not be entitled to request the return of Confidential Information pursuant to paragraph 3 of such Agreement unless and until this Agreement terminates.
Investigation; Confidentiality. The parties hereto will permit each ------------------------------ other and their financial advisors and accounting and legal representatives to conduct an investigation and evaluation of the businesses included in the Transaction, will provide such assistance as is reasonably requested and will give access at reasonable times to information related to the assets and operations of the businesses included in the Transaction. As promptly as practicable after the execution of this Agreement, NAI shall deliver to UVSG audited consolidated financial statements of each of Publications and TVSM as of the end of the most recently completed fiscal year of each such entity and the end of the preceding fiscal year and for each of the years in the three-year period ended as of the end of the most recently completed fiscal year of each such entity in the form required to be included by UVSG in the proxy statement for its stockholders meeting to approve the Transaction in accordance with federal securities laws and regulations (the "Audited NAI Contributed Entity Financial Statements"). Except to the extent that information provided is in the public domain or is or becomes readily ascertainable from public sources, such information shall be kept in strict confidence. If this Agreement is terminated for any reason, such information and all such documentation with respect thereto and all copies thereof shall be destroyed or returned and all notes, memoranda or other similar documents shall be destroyed or returned.
Investigation; Confidentiality. 32 6.5 Directors' and Officers' Indemnification and Insurance..............32 6.6
Investigation; Confidentiality. 25 7.1 Access to Information................................................................... 25 --------------------- 7.2 Confidentiality......................................................................... 26 ---------------
Investigation; Confidentiality. (a) Without in any way limiting or qualifying the representations, warranties and covenants made by Seller herein, Purchaser acknowledges and agrees that it (i) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, ITI and (ii) has had independent legal, financial and technical advice relating to ITI and the terms of this Agreement and the documents to be executed pursuant hereto.
Investigation; Confidentiality. 7.15 [Reserved]......................................... 7.16 [Reserved.]........................................ 7.17 [Reserved.]........................................ 7.18 [Reserved.]........................................ 7.19 [Reserved.]........................................ 7.20
Investigation; Confidentiality. (a) Purchaser may, prior to the Effective Time, make or cause to be made, such investigation of the business and properties of Seller and its financial and legal condition as Purchaser deems necessary or advisable to familiarize itself therewith, provided that such investigations shall not unreasonably interfere with normal operations of Seller. Seller agrees to permit Purchaser and its authorized representatives to have or cause them to be permitted to have, after the date hereof, full access to the premises, books and records of Seller at reasonable hours, and the officers of Seller shall furnish Purchaser with such financial and operating data and other information with respect to Seller's businesses and properties as Purchaser shall from time to time reasonably request. Seller agrees to permit Purchaser and its authorized representatives to conduct, at Purchaser's expense, an audit of Seller's books and records, and Seller will request its auditing firm to permit Purchaser and its representatives, including its auditing firm, to review the work papers of the auditing firm of Seller relating to their examination of Seller's financial statements. The completion of such audit is not a condition to the Closing or the Merger. No investigation by Purchaser heretofore or hereafter made shall affect the representations and warranties of Seller, and each such representation and warranty shall survive any such investigation, subject to Article 9.
