Investigation of Business. (a) Purchaser may, prior to the Closing Date, make or cause to be made such investigation of the business and properties of the FHS Companies and the Asset Sellers in respect of the Business and of their financial and legal condition as Purchaser deems necessary or advisable. ITT will, or will cause its Subsidiaries to, permit Purchaser and its authorized agents or representatives, including its independent accountants, to have reasonable access to the properties, books and records of the FHS Companies and the Asset Sellers in respect of the Business at reasonable hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Business; provided, that such investigation shall only be upon reasonable notice, shall not unreasonably disrupt personnel and operations of the Business, shall be subject to confidentiality restrictions required by law, and shall be at Purchaser's sole risk and expense. All requests for access to the offices, properties, books and records of ITT, the Asset Sellers and the FHS Companies shall be made to such representatives of ITT as ITT shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its representatives shall contact any of the employees, customers, suppliers, or any Seller or any of their Subsidiaries or Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of such representatives of ITT.
(b) Purchaser and its representatives will hold in confidence all confidential information obtained from ITT and its Subsidiaries or their respective officers, agents, representatives or employees whether or not relating to the Business, in accordance with the provisions of the letter dated August 11, 2005 between Purchaser and ITT (the "Confidentiality Agreement"). The Confidentiality Agreement and all its provisions shall remain in full force and effect following the execution of this Agreement.
Investigation of Business. From the date hereof until the Closing, each of the parties hereto will afford the other parties hereto and their respective representatives, including attorneys and accountants, full access at all reasonable times to its officers, employees, properties, contracts and books and records to enable such other party to make a full investigation of its business. Each party will also furnish each other party with such financial, operating and other information as such party may reasonably request in making such investigation.
Investigation of Business. (a) During the Interim Period, and subject to applicable Laws, the terms of any confidentiality restrictions under Contracts to which a member of the Seller Group is a party as of the date hereof and Sections 6.2(b) and 6.4, Purchaser shall be entitled, including through its Representatives, to have such reasonable access to the properties, businesses, operations, personnel and books and records of, or pertaining to, the Transferred Assets and the Business as it reasonably requests in connection with Purchaser’s efforts to consummate the transactions contemplated by this Agreement. Any such access and examination shall be at Purchaser’s expense and shall be conducted on reasonable advance written notice, during regular business hours and under reasonable circumstances, and in the case of access or examination that requires physical access to the properties of the Seller Group or the Transferred Employees (except for [***]), subject to the reasonable supervision of Seller, and shall be subject to restrictions under applicable Law. Purchaser shall not, and shall cause its Representatives not to meet with any Business employees or other personnel other than such employees or other personnel listed on Schedule 6.2(a) hereto without prior notice to Seller. Seller shall use its commercially reasonable efforts to cause the Representatives of Seller and its Subsidiaries to reasonably cooperate with Purchaser and its Representatives in connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller and its Subsidiaries and their respective Representatives and shall minimize any unreasonable disruption to the Business and the Retained Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would (i) unreasonably disrupt the operations of Seller or any of its Subsidiaries or (ii) require Seller or any of its Subsidiaries to disclose information subject to attorney-client privilege or conflict with any confidentiality or privacy obligations to which Seller or any of its Subsidiaries is bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of counsel to Seller, violate such attorney-client privilege or conflict with such confidentiality obligations; provided, however, that Seller shall promptly notify Purchaser thereof and use commercially reasonable efforts to seek alternative ...
Investigation of Business. The Buyer may, prior to the Closing Date and through its own personnel, independent accountants and attorneys, make such investigation of the Company, including the confirmation of cash and cash equivalents, inventories, receivables and liabilities, and the inspection of real and personal properties and equipment, as it deems necessary or advisable; provided, however, that such investigation shall not in any way release either the Shareholder or the Company from their representations and warranties hereunder; and further provided that any such investigation shall be conducted upon reasonable prior notice in such a manner so as to minimize any disruption to the personnel and operations of the Company. Consistent with the immediately preceding sentence, the Company and the Shareholder agree to permit the Buyer and its representatives to have, after the date of execution hereof, full access to the premises and to all the books and records of the Company and to furnish the Buyer with such existing financial and operating data and other information with respect to the business and properties of the Company as the Buyer shall from time to time reasonably request. In addition, the Company and the Shareholder will cause the Company's accountants to make their personnel, work papers and such other requested documentation relating to their work papers and to their reports on the books and records of the Company, as is reasonably requested in connection with any such investigation, available to the Buyer and its independent public accountants and attorneys during regular business hours. In the event of the termination of this Agreement, the Buyer will deliver to the Company all documents, work papers and other material obtained by the Buyer or on behalf of the Buyer from the Company as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and Buyer shall continue to comply with the provisions of a Confidentiality Agreement previously executed wit the Company, which shall survive the termination of this Agreement..
Investigation of Business. The Buyers may, prior to the Closing Date, make or cause to be made such investigation of the Business and of the financial and legal condition of the Sellers as the Buyers deem necessary or advisable. The Sellers will permit the Buyers and their authorized agents or representatives, including their independent accountants, to have full access to the Business, Books and Records at reasonable hours to review information and documentation relative to the properties, books, Contracts and commitments relating to the Assets and the
Investigation of Business. The Trust may, prior to the Closing Date and through its own personnel, independent accountants and attorneys, make such investigation of Sunburst, including the confirmation of cash and cash equivalents, inventories, receivables and liabilities, and the inspection of real and personal properties and equipment, as it deems necessary or advisable; provided, however, that such investigation shall not in any way release Chase from its representations and warranties or affect any of the Trust’s rights under this Agreement including without limitation under Articles 10 and 12; and further provided that any such investigation shall be conducted upon reasonable prior notice in such a manner so as to minimize any disruption to the personnel and operations of Sunburst and Chase. Consistent with the immediately preceding sentence, Chase agrees to permit the Trust and its representatives to have, after the date of execution hereof, full access to the premises and to all the books and records of Sunburst and to furnish the Trust with financial and operating data and other information with respect to the business and properties of Sunburst as the Trust shall from time to time reasonably request. In addition, Chase will cause Sunburst’s accountants to make their personnel, work papers and such other requested documentation relating to their work papers and to their reports on the books and records of Sunburst, as is reasonably requested in connection with any such investigation, available to the Trust and its accountants and attorneys during regular business hours. In the event of the termination of this Agreement, the Trust will deliver to Sunburst all documents, work papers and other material obtained by the Trust or on behalf of the Trust from Sunburst as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof and Trust shall continue to hold all such information confidential, which obligation shall survive the termination of this Agreement.
Investigation of Business. 53 6.3 Best Efforts; No Inconsistent Action......................................................... 54 6.4
Investigation of Business. The Seller shall permit the Purchasing Parties and their authorized agents or Representatives, including their independent accountants, to have access during normal business hours and upon reasonable advance notice to the Facility and Books and Records to review information and documentation relative to the properties, books, contracts, commitments and other records of the Business; provided, however, that any such investigation does not unreasonably interfere with the normal operations of the Seller, any of its Affiliates or the Business and provided, further, that prior to the Closing the Purchasing Parties shall not have access to (a) any (i) privileged information or (ii) information that the Seller is prohibited by law or by a confidentiality agreement with a third party from disclosing to the Purchasing Parties (provided that any relevant information that could be disclosed pursuant to the Confidentiality Agreement shall not be subject to this provision), (b) any information with respect to the Excluded Assets or (c) disclosures and information with respect to the process engaged in by the Seller for the sale of the Business. Notwithstanding such access, the Seller shall timely furnish to the Purchasing Parties such financial and operating data and other information regarding the Business customarily prepared by the Seller that the Purchasing Parties may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Purchasing Parties shall not conduct any environmental sampling or Phase II environmental inspection of, at or on the Owned Real Property prior to the Closing. Until the Closing Date, the Seller shall deliver to the Purchasing Parties prompt written notice and shall otherwise keep the Purchasing Parties reasonably informed of any material change in any customer or supplier relationship or the price that any customer will pay or supplier will charge for products or services of the Seller.
Investigation of Business. The Company shall, and the Securityholders shall cause the Company to, afford Buyer and its accountants, attorneys, counsel, consultants, financing sources and other representatives and agents, reasonable access during normal business hours and upon reasonable advance notice to (a) all of the sites, properties, books and records of the Company, and (b) such additional financial and operating data and business, legal, insurance, regulatory, tax, compensation, other data and information as to the business and properties of Securityholder and the Company as Buyer has requested or shall hereafter reasonably request, including access upon reasonable request and reasonable advance notice to employees, customers, vendors, suppliers and creditors for due diligence inquiry.
Investigation of Business. Buyer and IP Buyer may, prior to the Closing Date, make or cause to be made such investigation of the business and properties of the Business and of its financial and legal condition as Buyer and IP Buyer deem necessary or advisable, including, without limitation the right to conduct a reasonable environmental investigation of the Facility at their sole cost and expense; provided that such investigations do not materially interfere with the Business. Eagle will permit Buyer and IP Buyer and their respective authorized agents or representatives, including their independent accountants, to have full access to the properties, books and records of the Business at reasonable hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Business. Buyer and IP Buyer and their respective representatives will hold in confidence all confidential information obtained from Eagle, its officers, agents, representatives or employees in accordance with the provisions of the letter dated January 24, 2001 between Buyer and Eagle (the "Confidentiality Letter").
