Investigation of Business and Properties. (a) From the date hereof until the earlier of (i) the consummation of the Offer (which shall include acceptance for payment of all Common Shares duly tendered) and (ii) termination under Article IX, the Company will, and will cause its Subsidiaries to, afford Buyer, any financial institution providing financing to Buyer, and their respective attorneys, accountants, financial advisors and other representatives, reasonable access during regular business hours upon reasonable notice, to make such reasonable inspection of the Assets, business and operations of the Company and its Subsidiaries and to inspect and make copies of Contracts, Books and Records and all other documents and information reasonably requested by Buyer and related to the operations and business of the Company and its Subsidiaries, including historical financial information concerning the business of the Company and its Subsidiaries and to meet with designated Personnel of the Company and its Subsidiaries and/or their respective representatives; provided that any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business; provided further, that no disclosure to Buyer, its counsel, accountants or other representatives after the date hereof shall be deemed to be a reduction of, or otherwise affect, the representations and warranties of the Company set forth in this Agreement. The Company shall instruct its Personnel, accountants and counsel to cooperate with Buyer, and to provide such documents and information as Buyer and its representatives may reasonably request; provided that Buyer shall execute and deliver to such counsel and accountants such consents and waivers as are customary in connection with providing such documents and information. Notwithstanding any right of Buyer to investigate and examine the affairs of the Company and its Subsidiaries and notwithstanding any knowledge of facts determined or determinable by Buyer pursuant to such investigation or examination,
Investigation of Business and Properties. Each party hereto may make or cause to be made such investigation of the business and properties of the other parties and of their financial and legal condition as such party deems appropriate or advisable to familiarize himself/itself therewith, provided such investigation shall not unreasonably interfere with the normal operations of the other parties.
Investigation of Business and Properties. Shareholders shall cause the Companies to afford Buyer, any financial institution providing financing to Buyer, and their respective counsel, accountants, financial advisors and other representatives, reasonable access during regular business hours upon reasonable notice, to make such reasonable inspection of the Assets, business and operations of the Companies and to inspect and make copies of Contracts, Books and Records and all other documents and information reasonably requested by Buyer and related to the operations and business of the Companies, including historical financial information concerning the business of the Companies and to meet with designated Personnel of the Companies and/or their representatives; provided that any such access shall be conducted in such a -------- manner as not to interfere unreasonably with the operation of the Business; provided further, that no disclosure to Buyer, its counsel, accountants or other -------- ------- representatives after the date hereof, except by amendment to the Schedules approved in writing by the Buyer, shall be deemed to be a reduction of, or otherwise affect, the representations and warranties of Shareholders set forth in this Agreement. In connection with the obligations provided for in previous sentence, Shareholders shall furnish to Buyer promptly upon request (i) all additional documents and information with respect to the affairs of the Companies and (ii) access during regular business hours to the Companies' Personnel and to the Companies' accountants and counsel as Buyer, or its counsel or accountants, may from time to time reasonably request and Shareholders shall instruct the Companies' Personnel, accountants and counsel to cooperate with Buyer, and to provide such documents and information as Buyer and its representatives may reasonably request.
Investigation of Business and Properties. From the date hereof until the Closing, Sellers will afford Buyer and its authorized representatives, including, without limitation, its attorneys, accountants and financial advisors, full access at all reasonable times to its officers, employees, properties, contracts and books and records in order to enable Buyer to make a full investigation of the Purchased Assets and the business of TRS. Sellers will also furnish Buyer with such financial, operating and other information as Buyer may reasonably request in making such investigation.
Investigation of Business and Properties. Each party hereto may make or cause to be made such investigation of the business and properties of the other parties and of their financial and legal condition as such party deems appropriate or advisable to familiarize himself/itself therewith, provided such investigation shall not unreasonably interfere with the normal operations of the other parties. Tanisys and DarkHorse agree to permit the other party and its accountants, counsel and other representatives to have reasonable access to the premises, books and records of the first party. Tanisys and DarkHorse will furnish the other party with such financial and operating data and other information with respect to the business and properties of the other party as the requesting party shall from time to time reasonably request in accordance with this Section.
Investigation of Business and Properties. No investigations by the Purchaser or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of the Company or any of the Shareholders with respect to any representations, warranties, covenants or agreements made herein or in an Exhibit, Schedule or other certificate, Contract or Agreement or document (including the Disclosure Schedule), executed or delivered in connection with this Agreement.
Investigation of Business and Properties. The Purchaser may make or cause to be made such investigation of the Business and Assets of the Seller and of its financial and legal condition as appropriate or advisable to familiarize itself therewith. The Seller agrees to furnish the Purchaser and Edge and their employees, officers, agents, investment bankers, accountants, counsel and other representatives with all financial, operating and other data and information concerning the Business and the Assets and commitments of the Seller with respect to the Business and the Assets as the Purchaser or Edge shall from time to time reasonably request and will afford the Purchaser and Edge and their employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives access to the Seller's offices (including access during normal business hours) to review such documents and their books and records regarding the Assets and the Business and will be given opportunity to ask questions of, and receive answers from, representatives of the Seller and the Shareholders with respect to such matters. Without limiting the foregoing, the Purchaser and Edge shall have reasonable access to interview the Seller's customers during the period from the execution of this Agreement until Closing, such access to be closely coordinated between the Seller, the Purchaser and Edge, recognizing that customer relations is a high priority during the process of advising customers of the proposed sale of the Business.
Investigation of Business and Properties. Sellers agree to allow and cooperate with Purchaser to make or cause to be made such investigation of the Business and Assets of Sellers and of their financial and legal condition as appropriate or advisable to familiarize itself therewith. Sellers agrees to furnish Purchaser and its employees, officers, agents, investment bankers, accountants, counsel and other representatives with all business records, financial records, operating information, tax returns, working papers, files, memoranda of its public accountants and other data and information concerning the Business and the Assets and commitments of Sellers with respect to the Business and the Assets as Purchaser shall from time to time reasonably request and will afford Purchaser and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives access to review such documents and their books and records regarding the Assets and the Business and will be given opportunity to ask questions of, and receive answers from, representatives of Sellers with respect to such matters.
Investigation of Business and Properties. From the date hereof until the Closing, Trigon and Seller will, and will cause the Company to, afford Buyer and its representatives, including, without limitation, its attorneys, accountants and financial advisors, upon reasonable notice, full reasonable access during normal business hours to the officers, employees, properties, contracts, and books and records of the Company, in order to enable Buyer to make a full investigation of the condition of the Company. In addition Seller and the Company will, and will cause the Company to, furnish Buyer with such financial, operating and additional data relating to the Company and its Subsidiaries as Buyer may reasonably request in making such investigation.
Investigation of Business and Properties. Purchaser may make or cause to be made such investigation of the Business and Assets of Seller and of its financial and legal condition as appropriate or advisable to familiarize itself therewith. Seller agrees to furnish Purchaser and its employees, officers, agents, investment bankers, accountants, counsel and other representatives with all financial, operating and other data and information concerning Seller and commitments of Seller as Purchaser shall from time to time reasonably request and will afford Purchaser and its employees, officers, accountants, attorneys, agents, investment bankers and other authorized representatives access to Seller's offices (including access during normal business hours) to review such documents and their books and records and will be given opportunity to ask questions of, and receive answers from, representatives of Seller with respect to such matters. No investigations by Purchaser or its employees, representatives or agents shall reduce or otherwise affect the obligation or liability of Seller with respect to any representations, warranties, covenants or agreements made herein or in an exhibit, schedule or other certificate, instrument, agreement or document (including the Disclosure Schedule), executed or delivered in connection with this Agreement.
