Investigation of Business. Sellers agree that Buyer and its representatives (including its independent accountants and its attorneys) shall have, upon reasonable advance notice by Buyer, after the date of execution hereof, reasonable access during regular business hours to the Company's premises and to all the books and records of the Company which relate primarily to the Business (including such financial and operating data and other information with respect to the Business), as well as such other information not primarily related to the Business as Buyer shall reasonably require to ensure that the transactions contemplated by Section 5.8 are being effected in a manner that will not result in an adverse impact upon the Business or the business of Buyer. Notwithstanding the foregoing, Buyer shall have no right to review or comment on the actual agreements or documents (or drafts thereof) relating to the transactions contemplated by Section 5.8 hereof, provided, however, that Buyer shall be entitled to receive such other information, including oral and written descriptions and an opportunity to ask questions of Sellers and Company employees, consistent with the previous sentence, which relates to such transactions as they may affect Buyer or the Company after the Closing. In addition, Seller shall use its reasonable best efforts to cause the Company's independent public accountants to make available to Buyer, its independent public accountants, its attorneys and its financing sources and the independent public accountants and attorneys of Buyer's financing sources, upon reasonable advance notice by Buyer, during regular business hours, reasonable access to their personnel, work papers and such other reasonably requested documentation relating to their work papers and to their reports on the books and records of the Company, in each case which relate primarily to the Business, as well as such other information not primarily related to the Business as Buyer and such other parties shall reasonably require to ensure that the transactions contemplated by Section 5.8 are being effected in a manner that will not result in a material adverse impact upon the Business or the business of Buyer, as is reasonably requested in connection with any investigation that Buyer or Buyer's financing sources may undertake. From and after the date hereof, Sellers and the Company shall cooperate, and Sellers shall use their reasonable best efforts to cause the Company's auditors to cooperate, in the preparat...
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. During the Pre-Closing Period, and subject to applicable Laws and Section 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 Acquired 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 conducted on reasonable advance written notice in accordance with Section 11.1, during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall use commercially reasonable efforts to cause the Representatives of Seller to 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 Representatives and shall use their commercially reasonable efforts to minimize any disruption to the Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which Seller bound solely on the basis that the disclosure of such information would, in the reasonable and good faith judgment of outside 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 means to disclose such information as nearly as possible without adversely affecting such attorney-client privilege or confidentiality obligations.
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 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. 44 6.3 Reasonable Best Efforts; No Inconsistent Action............... 46 6.4
Investigation of Business. Access to Properties and Section 5.1. Records.............................................. 20 Section 5.2. Efforts; Obtaining Consents.......................... 21 Section 5.3. Further Assurances................................... 21 Section 5.4. Conduct of Business by Seller........................ 21 Section 5.5. Conduct of Business by Parent........................ 23 Section 5.6.
Investigation of Business. 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 deems necessary or advisable. BFC will permit Buyer and its authorized agents or representatives, including its counsel and independent accountants, to have full access to the properties, books and records of the Business (excluding access to perform any environmental audit or assessment, other than Phase I environmental site assessments, at Buyer's sole expense, as may be undertaken directly on behalf of Buyer's financing sources and which shall be performed by an environmental professional reasonably acceptable to BFC) at reasonable hours to review information and documentation relative to the properties, books, contracts, commitments and other records of the Business; provided, however, that Buyer shall not have access to customer lists (or other customer-specific information) prior to Closing; provided, further, that no investigation pursuant to this Section 5.2 shall qualify any representation or warranty of BFC or the conditions to the obligations of Buyer. Buyer and its representatives will hold in confidence all confidential information obtained from BFC, its officers, agents, representatives or employees in accordance with the provisions of the letter dated May 30, 1997 between General Electric Investment Corporation ("GE Investments") and BFC and the related agreement dated July 18, 1997 between -------------- GE Investments and X.X. Xxxxxxx, Xxxxxx & Co., LLC (collectively, the "Confidentiality Letter"). ----------------------
