Common use of Investigation of the Business by Buyer Clause in Contracts

Investigation of the Business by Buyer. After the Effective Date and prior to the Closing Date, Sellers shall, at Buyer’s sole cost and expense and in accordance with reasonable procedures to be established in good faith by mutual agreement of Sellers’ Interim Access Manager and Buyer’s Interim Access Manager, (a) afford Buyer’s authorized Representatives access during normal business hours to the offices, properties, key employees, outside accountants, agreements and other documentation and financial records (including computer files, retrieval programs and similar documentation) with respect to the Business to the extent Buyer reasonably deems necessary, and permit Buyer and its authorized Representatives to make copies of such materials, (b) furnish to Buyer or its authorized Representatives such additional information concerning the Business as shall be reasonably requested by Buyer or its authorized Representatives and (c) use commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Buyer in its investigation; provided that Buyer shall submit to Sellers requests for such access, information or cooperation, including reasonable detail regarding the requested access, information or cooperation, a reasonable period in advance of the time at which such access, information or cooperation is to be provided, and all such requests shall be submitted only to Xxxx X. X. Xxxxxxx, as Sellers’ designated representative, or to such other individuals as Xxxx X. X. Xxxxxxx may designate from time to time to receive such requests (“Sellers’ Interim Access Manager”). Such requests of Buyer shall be submitted only by Xxxx Xxxxxx or another individual reasonably acceptable to Sellers’ Interim Access Manager as Xxxx Xxxxxx’x successor, as Buyer’s designated representative (“Buyer’s Interim Access Manager”). Notwithstanding anything herein to the contrary, no such access, information or cooperation shall be permitted or required to the extent that it would require Sellers to disclose information subject to attorney-client privilege or would be prohibited by Law or would otherwise contravene any antitrust or competition Law.

Investigation of the Business by Buyer. (a) After the Effective Date and prior to the Closing Date, Sellers shall, at Buyer’s sole cost and expense and in accordance with reasonable procedures to be established in good faith by mutual agreement of Sellers’ Interim Access Manager and Buyer’s Interim Access Manager, (a) afford Buyer’s authorized Representatives access during normal business hours to the offices, properties, key employees, outside accountants, agreements and other documentation and financial records (including computer files, retrieval programs and similar documentation) with respect to the Business to the extent Sellers and Buyer reasonably deems deem necessary, and permit Buyer and its authorized Representatives to make copies of such materials, (b) furnish to Buyer or its authorized Representatives such additional information concerning the Business as shall be reasonably requested by Buyer or its authorized Representatives Representatives, and (c) use commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Buyer in its investigation; provided that Buyer shall submit to Sellers requests for such access, information or cooperation, including reasonable detail regarding the requested access, information or cooperation, a reasonable period in advance of the time at which such access, information or cooperation is to be provided, and all such requests shall be submitted only to Xxxx X. X. Xxxxxxx, the individual designated in writing by Sellers as Sellers’ designated representative, or to such other individuals as Xxxx X. X. Xxxxxxx such designated individual may designate from time to time to receive such requests (“Sellers’ Interim Access Manager”). Such requests of Buyer shall be submitted only by Xxxx Xxxxxx the individual designated in writing by Buyer or another individual reasonably acceptable to Sellers’ Interim Access Manager as Xxxx Xxxxxx’x successorsuccessor thereto, as Buyer’s designated representative (“Buyer’s Interim Access Manager”). Notwithstanding anything herein to the contrary, no such access, information or cooperation shall be permitted or required to the extent that it would require Sellers to disclose information subject to attorney-client privilege or would be prohibited by Law or would otherwise potentially contravene any antitrust or competition Law. Buyer and Sellers shall conduct the investigations contemplated by this Section 7.1(a) in a manner so as not to unreasonably interfere with the consummation of the transactions contemplated by the Consulting Agreement or the Liquidation Agreement.

Investigation of the Business by Buyer. After the Effective Date and prior to the Closing Date, Sellers shall, at Buyer’s sole cost and expense and in accordance with reasonable procedures to be established in good faith by mutual agreement of Sellers’ Interim Access Manager and Buyer’s Interim Access Manager, (a) afford Buyer’s authorized Representatives access during normal business hours to the offices, properties, key employees, outside accountants, agreements and other documentation and financial records (including computer files, retrieval programs and similar documentation) with respect to the Business Business, the Acquired Assets and the Assumed Liabilities to the extent Buyer reasonably deems necessary, and permit Buyer and its authorized Representatives to make copies of such materials, (b) furnish to Buyer or its authorized Representatives such additional information concerning the Acquired Assets, the Business and the Assumed Liabilities as shall be reasonably requested by Buyer or its authorized Representatives and (c) use commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Buyer in its investigation; provided that Buyer shall submit to Sellers requests for such access, information or cooperation, including reasonable detail regarding the requested access, information or cooperation, a reasonable period in advance of the time at which such access, information or cooperation is to be provided, and all such requests shall be submitted only to Xxxx X. X. XxxxxxxXxxxx Xxxxxxx (or his successors as the Company’s Chief Restructuring Officer), as Sellers’ designated representative, or to such other individuals as Xxxx X. X. Xx. Xxxxxxx (or such successors) may designate from time to time to receive such requests (“Sellers’ Interim Access Manager”). Such requests of Buyer shall be submitted only by Xxxx Xxxxxx Xxxxx Xxxxxxx, or another individual reasonably acceptable to Sellers’ Interim Access Manager as Xxxx Xxxxxx’x Xxxxx Xxxxxxx’x successor, as Buyer’s designated representative (“Buyer’s Interim Access Manager”). Notwithstanding anything herein to the contrary, no such access, information or cooperation shall be permitted or required to the extent that it would require Sellers to disclose information subject to attorney-client privilege or would be prohibited by Law or would otherwise contravene any antitrust or competition Lawprivilege.

Investigation of the Business by Buyer. (a) After the Effective Date and prior to the Closing Date, Sellers shall, at Buyer’s sole cost and expense and in accordance with reasonable procedures to be established in good faith by mutual agreement of Sellers’ Interim Access Manager and Buyer’s Interim Access Manager, (a) afford Buyer’s authorized Representatives access during normal business hours to the offices, properties, key employees, outside accountants, agreements and other documentation and financial records (including computer files, retrieval programs and similar documentation) with respect to the Business to the extent Buyer reasonably deems necessary, and permit Buyer and its authorized Representatives to make copies of such materials, (b) furnish to Buyer or its authorized Representatives such additional information concerning the Business as shall be reasonably requested by Buyer or its authorized Representatives Representatives, and (c) use commercially reasonable efforts to cause their outside accountants and outside counsel to cooperate with Buyer in its investigation; provided that Buyer shall submit to Sellers requests for such access, information or cooperation, including reasonable detail regarding the requested access, information or cooperation, a reasonable period in advance of the time at which such access, information or cooperation is to be provided, and all such requests shall be submitted only to Xxxx X. X. Xxxxxxx, the individual designated in writing by Sellers as Sellers’ designated representative, or to such other individuals as Xxxx X. X. Xxxxxxx such designated individual may designate from time to time to receive such requests (“Sellers’ Interim Access Manager”). Such requests of Buyer shall be submitted only by Xxxx Xxxxxx the individual designated in writing by Buyer or another individual reasonably acceptable to Sellers’ Interim Access Manager as Xxxx Xxxxxx’x successorsuccessor thereto, as Buyer’s designated representative (“Buyer’s Interim Access Manager”). Notwithstanding anything herein to the contrary, no such access, information or cooperation shall be permitted or required to the extent that it would require Sellers to disclose information subject to attorney-client privilege or would be prohibited by Law or would otherwise contravene any antitrust or competition Law.

Investigation of the Business by Buyer. After the Effective Date and prior to the Closing Date, Sellers shall, at Buyer’s sole cost and expense and in accordance with reasonable procedures to be established in good faith by mutual agreement of Sellers’ Interim Access Manager and Buyer’s Interim Access Manager, (a) Seller shall afford Buyer’s authorized Representatives reasonable access during normal business hours to the offices, properties, key employees, outside accountants, agreements and other documentation and financial records (including computer files, retrieval programs and similar documentation) with respect to the Business Business, the Purchased Assets and the Assumed Liabilities to the extent Buyer reasonably deems necessary, and shall permit Buyer and its authorized Representatives to make copies of such materials. Seller shall permit Buyer to inspect the Rental Equipment and other Inventory located at Seller’s warehouse located in Union City, (b) California during normal business hours and shall reasonably cooperate with and assist Buyer in connection with such inspection. Seller shall furnish to Buyer or its authorized Representatives such additional information concerning the Purchased Assets, the Business and the Assumed Liabilities as shall be reasonably requested by Buyer or its authorized Representatives, including all such information as shall be reasonably necessary to enable Buyer or its authorized Representatives to (i) verify the accuracy of Seller’s representations and warranties contained in this Agreement, (ii) verify that Seller has complied with the covenants contained in this Agreement and (ciii) determine whether the conditions set forth in Article IX have been satisfied. Seller shall use its commercially reasonable efforts to cause their its outside accountants and outside counsel to cooperate with Buyer in its investigation; provided . It is acknowledged and understood that no investigation by Buyer or other information received by Buyer shall submit to Sellers requests for such accessoperate as a waiver or otherwise affect any representation, information warranty or cooperation, including reasonable detail regarding the requested access, information other agreement given or cooperation, a reasonable period made by Seller in advance of the time at which such access, information or cooperation is to be provided, and all such requests shall be submitted only to Xxxx X. X. Xxxxxxx, as Sellers’ designated representative, or to such other individuals as Xxxx X. X. Xxxxxxx may designate from time to time to receive such requests (“Sellers’ Interim Access Manager”). Such requests of Buyer shall be submitted only by Xxxx Xxxxxx or another individual reasonably acceptable to Sellers’ Interim Access Manager as Xxxx Xxxxxx’x successor, as Buyer’s designated representative (“Buyer’s Interim Access Manager”)this Agreement. Notwithstanding anything herein to the contrary, no such access, information investigation or cooperation examination shall be permitted or required to the extent that it would require Sellers Seller to disclose information subject to attorney-client privilege or would be prohibited by Law or would otherwise contravene any antitrust or competition Lawprivilege, provided Seller advises Buyer of the specific assertion of such privilege.