Common use of Investigation of the Business Clause in Contracts

Investigation of the Business. Upon the request of Buyer, the ACME Entities shall afford and cause the Company to afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested. Buyer agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Station. It is expressly understood that, pursuant to this Section 6.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the Station, such inspections of the Station for the purpose of appraising the Business and such audits of the Company's or Station's financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the Station; provided, that neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer's right to rely upon any representation or warranty made by the ACME Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 13.1 hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Acme Communications Inc)

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Investigation of the Business. Upon the request of BuyerOptionee, the ACME Entities Tribune Denver shall afford and cause the Company to afford to the officers, employees and authorized representatives of Buyer Optionee (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer Optionee shall reasonably deem necessary or desirable and shall furnish to Buyer Optionee or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested. Buyer Optionee agrees that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the StationTribune Denver. It is expressly Table of Contents understood that, pursuant to this Section 6.1, BuyerOptionee, at its sole expense, shall be entitled to make such engineering inspections of the StationStations, such inspections of the Station Stations for the purpose of appraising the Business Purchased Assets and such audits of the Company's or Station's Stations’ financial records as Buyer Optionee may desire, so long as the same do not unreasonably interfere with the operation of the StationStations; provided, that neither the furnishing of such information to Buyer Optionee or its representatives nor any investigation made heretofore or hereafter by Buyer Optionee shall affect Buyer's Optionee’s right to rely upon any representation or warranty made by the ACME Entities Tribune or Tribune Denver in this Agreement, each of which shall survive any furnishing of information to Buyer Optionee or its agents, or any investigation by Buyer Optionee or its agents, subject to Section 13.1 12.1 hereof.

Appears in 1 contract

Samples: Option Agreement (Entercom Communications Corp)

Investigation of the Business. Upon the request of Buyer, the ACME Equity Entities shall afford and cause the Company to afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested. Buyer agrees ; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the StationEquity Entities. It is expressly understood that, pursuant to this Section 6.15.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the StationStations, such inspections of the Station Stations for the purpose of appraising the Business Purchased Assets and such audits of the Company's or Station's Stations’ financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the StationStations; provided, that neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer's ’s right to rely upon any representation or warranty made by the ACME Equity Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 13.1 11.1 hereof. In the event Buyer discovers any discrepancy or any information during such investigation that Buyer reasonably believes to be a violation of the terms and conditions of this Agreement, Buyer agrees to immediately disclose such discrepancy or information to the Sellers and to either (i) give the Sellers the opportunity to correct such discrepancy or problem subject to the cure provisions set forth herein, or in the alternative, to (ii) notify the Sellers that Buyer is waiving such finding as a condition to Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fisher Communications Inc)

Investigation of the Business. Upon the request of Buyer, the ACME Xxxxxx Entities shall afford and cause the Company to afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 72-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested. Buyer agrees ; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the StationXxxxxx Entities. It is expressly understood that, pursuant to this Section 6.15.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the StationStations, such inspections of the Station Stations for the purpose of appraising the Business Purchased Assets and such audits of the Company's or Station's Stations’ financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the StationStations; provided, that neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer's ’s right to rely upon any representation or warranty made by the ACME Xxxxxx Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 13.1 11.1 hereof. Buyer shall give the Xxxxxx Entities prompt written notice if Buyer discovers facts or circumstances that would cause any of the Xxxxxx Entity representations to be materially false or misleading, provided, however, that failure to give such notice shall neither excuse the failure of such representations to be true when and as made, nor constitute a material breach of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fisher Communications Inc)

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Investigation of the Business. Upon the request of Buyer, the ACME Emmis Entities shall afford and cause the Company to afford to the ----------------------------- officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested. Buyer agrees ; provided, however, that any such investigation shall be conducted in such a -------- ------- manner as not to interfere unreasonably with the operations of the StationEmmis Entities. It is expressly understood that, pursuant to this Section 6.15.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the ----------- Station, such inspections of the Station for the purpose of appraising the Business Purchased Assets and such audits of the Company's or Station's financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the Station; provided, that neither the furnishing of such information to Buyer or its representatives nor any -------- investigation made heretofore or hereafter by Buyer shall affect Buyer's right to rely upon any representation or warranty made by the ACME Emmis Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 13.1 hereofthe extent provided herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Operating Co)

Investigation of the Business. Upon the request of Buyer, the ACME SBS Entities shall afford and cause the Company to afford to the officers, employees and authorized representatives of Buyer (including, without limitation, independent public accountants, attorneys and consultants) reasonable access during normal business hours, and upon not less than 24-hours prior notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Business to the extent Buyer shall reasonably deem necessary or desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Company or the Business as shall be reasonably requested. Buyer agrees ; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the StationSBS Entities and, subject to any contact with the SBS Entities' employees, personnel, officers, agents and customers shall be coordinated through and subject to advance approval of the SBS Entities, which approval shall not be unreasonably withheld. Buyer acknowledges that the books and records of the SBS Entities are located in Coconut Grove, Florida. It is expressly understood that, pursuant to this Section 6.15.1, Buyer, at its sole expense, shall be entitled to make such engineering inspections of the Station, such inspections of the Station for the purpose of appraising the Business and such audits of the Company's or Station's financial records as Buyer may desire, so long as the same do not unreasonably interfere with the operation of the Station; provided, that that, except as provided in Section 5.6, neither the furnishing of such information to Buyer or its representatives nor any investigation made heretofore or hereafter by Buyer shall affect Buyer's right to rely upon any representation or warranty made by the ACME SBS Entities in this Agreement, each of which shall survive any furnishing of information to Buyer or its agents, or any investigation by Buyer or its agents, subject to Section 13.1 11.1 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

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