Common use of Investigation of Business and Properties Clause in Contracts

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. (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) Closing and (ii) termination under Article IX, the Company will, and will Shareholders shall cause its Subsidiaries to, the Companies to afford Buyer, any financial institution providing financing to Buyer, and their respective attorneyscounsel, 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 Companies and to inspect and make copies of Contractscontracts, 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 SubsidiariesCompanies, including historical financial information concerning the business of the Company and its Subsidiaries Companies and to meet with designated Personnel of the Company and its Subsidiaries Companies 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 hereof, except by amendment to the Schedules approved by Buyer, shall be deemed to be a reduction of, or otherwise affect, the representations and warranties of the Company Shareholders set forth in this Agreement. The Company 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 the Shareholders shall instruct its 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; 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. (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) Closing and (ii) termination under Article IXXI, the Company will, Shareholders shall cause Holding and will cause its Subsidiaries to, the AAC Companies to afford BuyerInvestors, any financial institution providing financing to Buyerthe Company, 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 Holding and the Company and its Subsidiaries AAC Companies and to inspect and make copies of Contracts, Books and Records and all other documents and information reasonably requested by Buyer Investors and related to the operations and business of Holding and the Company and its SubsidiariesAAC Companies, including historical financial information concerning the business of Holding and the Company and its Subsidiaries and AAC Companies to meet with designated Key Personnel of Holding and the Company and its Subsidiaries AAC Companies 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 BuyerInvestors, 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 Holding, the Company AAC Companies and the Shareholders set forth in this Agreement. The Company Holding, the AAC Companies and the Shareholders shall furnish to Investors promptly upon request (i) all additional documents and information with respect to the affairs of Holding and the AAC Companies and (ii) access during regular business hours to Holding's and the AAC Companies' Key Personnel and to Holding's and the AAC Companies' accountants and counsel as Investors, or its counsel or accountants, may from time to time reasonably request and the Shareholders shall instruct its Holding's and the AAC Companies' Key Personnel, accountants and counsel to cooperate with BuyerInvestors, and to provide such documents and information as Buyer Investors 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. (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,, Buyer has the right to rely fully upon the representations, warranties, covenants and agreements of the Company contained in this Agreement. (b) The letter agreement dated November 17, 1998 between Buyer and the Company (the "Confidentiality Agreement") other than the eighth, ninth and tenth paragraphs thereof shall apply with respect to information furnished thereunder or hereunder.

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) Closing Date and (ii) termination under Article IXX, the Company will, and will cause its Subsidiaries to, afford Buyer, any financial institution providing financing to BuyerBuyer in connection with the transactions contemplated hereby (subject to the execution of an appropriate confidentiality agreement), 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 or to any financial institution or any representative of such financial institution 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 in 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. (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 Effective Time or (ii) termination under Article IX, the Company will, and will will, to the extent that it is able, cause its Subsidiaries Chroma 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 Company, its Subsidiaries and, to the extent it is able without causing the pre- mature disclosure of the transactions contemplated hereby, of Chroma 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 Company, its Subsidiaries and its SubsidiariesChroma, including historical financial information concerning the business of the Company and Company, its Subsidiaries and Chroma 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 furnish to Buyer promptly upon request (i) all additional documents and information reasonably requested by Buyer with respect to the affairs of the Company and its Subsidiaries and, to the extent it is reasonably able, with respect to the affairs of Chroma and (ii) access during regular business hours to the Personnel of the Company and its Subsidiaries, and to the extent it is able, of Chroma, and to the Company's accountants and counsel as Buyer, or its counsel or accountants, may from time to time reasonably request and 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 in providing such documents and information. Notwithstanding ; provided further that nothing herein shall obligate the Company to -------- ------- disclose matters which would constitute a waiver of any right of attorney-client privilege so long as the Company gives notice to Buyer to investigate and examine the affairs of the Company information or documents as to which such privilege is being claimed and its Subsidiaries enters in joint defense and notwithstanding any knowledge other agreements with Buyer's counsel to enable the disclosure of facts determined or determinable by Buyer pursuant such material to the fullest extent possible without effecting such investigation or examination,waiver.

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) Effective Time and (ii) termination under Article IX, the Company each of VA and BB will, and will cause its their respective Subsidiaries to, afford Buyerthe other, any financial institution providing financing to Buyerthe other, 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 such 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 the other and related to the operations and business of the Company such company and its Subsidiaries, including historical financial information concerning the business of the Company such company and its Subsidiaries and to meet with designated Personnel of the Company such 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 conduct of the Businesssuch company's operations and business; provided further, that no disclosure to Buyerthe other, 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 such company set forth in this Agreement. The Company Each of VA and BB shall furnish to the other promptly upon request (i) all additional documents and information with respect to the affairs of such company and its Subsidiaries and (ii) access during regular business hours to its Personnel and to such company's accountants and counsel as the other, or its counsel or accountants, may from time to time reasonably request and VA and BB shall instruct its their respective Personnel, accountants and counsel to cooperate with Buyerthe other, and to provide such documents and information as Buyer the other and its representatives may reasonably request; provided that Buyer each of VA and BB shall execute and deliver to such -------- counsel and accountants such consents and waivers as are customary in connection with in providing such documents and information. Notwithstanding any right of Buyer VA or BB to investigate and examine the affairs of the Company other and its Subsidiaries and notwithstanding any knowledge of facts determined or determinable by Buyer VA or BB pursuant to such investigation or examination,, VA and BB have the right to rely fully upon the representations, warranties, covenants and agreements of the other contained in this Agreement.