Common use of Investigations; Pre-Closing Access Clause in Contracts

Investigations; Pre-Closing Access. (a) During the period between the date hereof and the Closing Date and subject to applicable Laws, Genworth and the Buyer shall allocate sufficient personnel and other resources and use commercially reasonable efforts to develop, to mutually agree upon and, to the extent commercially reasonable and in accordance with applicable Laws, to implement the transition plan (the “Transition Plan” ) relating to the Stock Sale Business to help effectuate an orderly and efficient transition of the Stock Sale Business. During the term of the Transition Services Agreement, the parties shall continue to cooperate in good faith to modify, enhance, and further implement the Transition Plan as necessary or desirable. (b) During the period between the date hereof and the Closing Date and subject to applicable Law, the Buyer shall be entitled, through its employees and representatives and at the Buyer’s expense, to make such investigation and review of the assets, liabilities, business operations, properties, Contracts, personnel and other aspects of the Stock Sale Business as the Buyer may reasonably request. The Buyer’s investigation and review pursuant to any of the provisions of this Section 5.6(b) shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Genworth and shall not unreasonably interfere with the Stock Sale Companies’ normal business operations and further provided that any contacts with customers or suppliers with respect to the Stock Sale Business must have the prior written approval of Genworth other than (i) customers and suppliers with whom the Buyer or its Affiliates have a current relationship as of the date of this Agreement (provided that the Buyer may not discuss with such customers or suppliers anything that would breach the provisions of Section 5.5) or (ii) as otherwise agreed by the parties pursuant to any transition plan implemented in connection with the transactions contemplated hereby. (c) Each of the parties hereto and their employees shall cooperate with the other, as the case may be, in connection with any review and examination by the Buyer. Any such investigation or review shall be subject to the terms and conditions of the confidentiality provisions contained in Section 5.5. No investigation made pursuant to this Section 5.6 or otherwise, whether made before or after the date of this Agreement, and no matter disclosed pursuant to Section 5.4, shall affect or be deemed to modify or waive any specific representation or warranty made by either party pursuant to this Agreement or any rights of the parties under Article VI or Article X.

Investigations; Pre-Closing Access. (a) During the period between the date hereof and Prior to the Closing Date and subject to applicable LawsDate, Genworth and the Buyer shall allocate sufficient personnel and other resources and use commercially reasonable efforts to develop, to mutually agree upon and, to the extent commercially reasonable and in accordance with applicable Laws, to implement the transition plan (the “Transition Plan” ) relating to the Stock Sale Business to help effectuate an orderly and efficient transition of the Stock Sale Business. During the term of the Transition Services Agreement, the parties shall continue to cooperate in good faith to modify, enhance, and further implement the Transition Plan as necessary or desirable. (b) During the period between the date hereof and the Closing Date and subject to applicable Law, the Buyer Purchaser shall be entitled, through its employees and representatives and at the Buyer’s expenserepresentatives, to make such investigation and review of the assets, liabilities, business operations, properties, Contracts, personnel and other aspects operations of the Stock Sale Business Business, and such examination of the Books and Records, as the Buyer Purchaser may reasonably request. The Buyer’s investigation Any investigation, examination or interview by Purchaser of Seller's and review CLIC's employees and agents and employees of the Parent Subsidiaries or access pursuant to any of the provisions of this Section 5.6(b5.03(a) or 5.03(b) shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Genworth notice; and shall not unreasonably interfere with the Stock Sale Companies’ normal business operations and further provided that any contacts with customers or suppliers with respect to the Stock Sale Business must have the prior written approval of Genworth other than (i) customers and suppliers with whom the Buyer or its Affiliates have a current relationship as of the date of this Agreement (provided that the Buyer may not discuss with such customers or suppliers anything that would breach the provisions of Section 5.5) or (ii) as otherwise agreed by the parties pursuant to any transition plan implemented in connection with the transactions contemplated hereby. (c) Each each of the parties hereto and their its employees and representatives, including, without limitation, counsel, investment bankers, and independent public accountants, shall cooperate with the other's employees and representatives, as the case may be, in connection with any such review and examination examination. (b) In addition, prior to the Closing Date, Seller and CLIC shall provide Purchaser with full and complete access to every aspect of the Business, subject only to any applicable legal limitations. Without limiting the generality of the foregoing, Seller and CLIC shall (i) provide Purchaser with access to individuals reasonably specified by Purchaser to plan the Buyertransition of the Business and the employees and agents of Seller to Purchaser and LLANY, (ii) designate certain individuals (subject to Purchaser's reasonable approval) to serve as members of a Seller/Purchaser transition team and cause such individuals to devote reasonable time to transition matters, (iii) devote reasonable resources to transition matters (such resources to include, without limitation, office accommodations and related facilities for a substantial and continuing presence of Purchaser's transition team members on Seller's premises), (iv) cooperate with Purchaser in connection with Purchaser's filing of policy and contract forms to enable Purchaser to issue policies and contracts substantially similar to those included in the Business, (v) consult with Purchaser regarding Seller's development work pertaining to systems, products, distribution and customer and producer services, and (vi) cooperate with Purchaser in its development work pertaining to systems, products, distribution and customer and producer services in order to enable implementation of the transition plan at the earliest feasible date. In conjunction with the foregoing, Seller and CLIC hereby acknowledge that the transition plan is critical to the success of the transactions contemplated by this Agreement. (c) Prior to the Closing Date, Seller shall be entitled, through its employees and representatives, to make such investigation of the assets, liabilities, business and operations of Purchaser and LLANY as Seller may reasonably request. Any such investigation or review examination shall be subject to the terms conducted at reasonable times upon reasonable prior notice; and conditions of the confidentiality provisions contained in Section 5.5. No investigation made pursuant to this Section 5.6 or otherwise, whether made before or after the date of this Agreement, and no matter disclosed pursuant to Section 5.4, shall affect or be deemed to modify or waive any specific representation or warranty made by either party pursuant to this Agreement or any rights each of the parties under Article VI hereto and its employees and representatives, including, without limitation, counsel, investment bankers, and independent public accountants, shall cooperate with the other's employees and representatives, as the case may be, in connection with such review and examination. (d) Notwithstanding any other provisions of this Section 5.03, Purchaser, Seller and CLIC shall cooperate in implementing the provisions of this Section 5.03 so as not to prevent or Article X.interfere with Seller's and CLIC's compliance with Section 5.01 hereof.

Investigations; Pre-Closing Access. (a) During the period between the date hereof and Prior to the Closing Date and subject to applicable LawsDate, Genworth and the Buyer shall allocate sufficient personnel and other resources and use commercially reasonable efforts to develop, to mutually agree upon and, to the extent commercially reasonable and in accordance with applicable Laws, to implement the transition plan (the “Transition Plan” ) relating to the Stock Sale Business to help effectuate an orderly and efficient transition of the Stock Sale Business. During the term of the Transition Services Agreement, the parties shall continue to cooperate in good faith to modify, enhance, and further implement the Transition Plan as necessary or desirable. (b) During the period between the date hereof and the Closing Date and subject to applicable Law, the Buyer Purchaser shall be entitled, through its employees and representatives and at the Buyer’s expenserepresentatives, to make such investigation and review of the assets, liabilities, business operations, properties, Contracts, personnel and other aspects operations of the Stock Sale Business Business, and such examination of the Books and Records, as the Buyer Purchaser may reasonably request. The Buyer’s investigation Any investigation, examination or interview by Purchaser of Seller's employees and review agents and employees of the Parent Subsidiaries or access pursuant to any of the provisions of this Section 5.6(b5.03(a) shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Genworth notice; and shall not unreasonably interfere with the Stock Sale Companies’ normal business operations and further provided that any contacts with customers or suppliers with respect to the Stock Sale Business must have the prior written approval of Genworth other than (i) customers and suppliers with whom the Buyer or its Affiliates have a current relationship as of the date of this Agreement (provided that the Buyer may not discuss with such customers or suppliers anything that would breach the provisions of Section 5.5) or (ii) as otherwise agreed by the parties pursuant to any transition plan implemented in connection with the transactions contemplated hereby. (c) Each each of the parties hereto and their its employees and representatives, including, without limitation, counsel, investment bankers, and independent public accountants, shall cooperate with the other's employees and representatives, as the case may be, in connection with any such review and examination examination. (b) In addition, prior to the Closing Date, Seller shall provide Purchaser with full and complete access to every aspect of the Business, subject only to any applicable legal limitations. Without limiting the generality of the foregoing, Seller shall (i) provide Purchaser with access to individuals reasonably specified by Purchaser to plan the Buyertransition of the Business and the employees and agents of Seller to Purchaser and LLANY, (ii) designate certain individuals (subject to Purchaser's reasonable approval) to serve as members of a Seller/Purchaser transition team and cause such individuals to devote reasonable time to transition matters, (iii) devote reasonable resources to transition matters (such resources to include, without limitation, office accommodations and related facilities for a substantial and continuing presence of Purchaser's transition team members on Seller's premises), (iv) cooperate with Purchaser in connection with Purchaser's filing of policy and contract forms to enable Purchaser to issue policies and contracts substantially similar to those included in the Business, (v) consult with Purchaser regarding Seller's development work pertaining to systems, products, distribution and customer and producer services, and (vi) cooperate with Purchaser in its development work pertaining to systems, products, distribution and customer and producer services in order to enable implementation of the transition plan at the earliest feasible date. In conjunction with the foregoing, Seller hereby acknowledges that the transition plan is critical to the success of the transactions contemplated by this Agreement. (c) Prior to the Closing Date, Seller shall be entitled, through its employees and representatives, to make such investigation of the assets, liabilities, business and operations of 53 Purchaser and LLANY as Seller may reasonably request. Any such investigation or review examination shall be subject to the terms conducted at reasonable times upon reasonable prior notice; and conditions of the confidentiality provisions contained in Section 5.5. No investigation made pursuant to this Section 5.6 or otherwise, whether made before or after the date of this Agreement, and no matter disclosed pursuant to Section 5.4, shall affect or be deemed to modify or waive any specific representation or warranty made by either party pursuant to this Agreement or any rights each of the parties under Article VI hereto and its employees and representatives, including, without limitation, counsel, investment bankers, and independent public accountants, shall cooperate with the other's employees and representatives, as the case may be, in connection with such review and examination. (d) Notwithstanding any other provisions of this Section 5.03, Purchaser and Seller shall cooperate in implementing the provisions of this Section 5.03 so as not to prevent or Article X.interfere with Seller's compliance with Section 5.01 hereof.

Investigations; Pre-Closing Access. (a) During the period between the date hereof and Prior to the Closing Date and subject to applicable LawsDate, Genworth and the Buyer shall allocate sufficient personnel and other resources and use commercially reasonable efforts to develop, to mutually agree upon and, to the extent commercially reasonable and in accordance with applicable Laws, to implement the transition plan (the “Transition Plan” ) relating to the Stock Sale Business to help effectuate an orderly and efficient transition of the Stock Sale Business. During the term of the Transition Services Agreement, the parties shall continue to cooperate in good faith to modify, enhance, and further implement the Transition Plan as necessary or desirable. (b) During the period between the date hereof and the Closing Date and subject to applicable Law, the Buyer Purchaser shall be entitled, through its employees and representatives and at the Buyer’s expenserepresentatives, to make such investigation and review of the assets, liabilities, business operations, properties, Contracts, personnel and other aspects operations of the Stock Sale Business Business, and such examination of the Books and Records, as the Buyer Purchaser may reasonably request. The Buyer’s investigation Any investigation, examination or interview by Purchaser of any of the Sellers or their employees and review agents or access pursuant to any of the provisions of this Section 5.6(b5.03(a) or Section 5.03(b) shall be conducted or occur at reasonable times during normal regular business hours and upon reasonable prior notice to Genworth and Sellers, provided however, that such actions by Purchaser shall not unreasonably interfere with the Stock Sale Companies’ normal Seller's business operations operations; and further provided that any contacts with customers or suppliers with respect to the Stock Sale Business must have the prior written approval of Genworth other than (i) customers and suppliers with whom the Buyer or its Affiliates have a current relationship as of the date of this Agreement (provided that the Buyer may not discuss with such customers or suppliers anything that would breach the provisions of Section 5.5) or (ii) as otherwise agreed by the parties pursuant to any transition plan implemented in connection with the transactions contemplated hereby. (c) Each each of the parties hereto and their its employees and representatives, including, without limitation, counsel, investment bankers, and independent public accountants, shall cooperate with the other's employees and representatives, as the case may be, in connection with any such review and examination examination. (b) In addition, prior to the Closing Date, Sellers shall provide Purchaser with full and complete access to every aspect of the Business. Without limiting the generality of the foregoing, Sellers shall, commencing on the date hereof (i) provide Purchaser with access to employees and agents of Sellers reasonably specified by Purchaser to understand any and all aspects of the Buyer. Any such investigation or review shall be Business and to plan the transition of the Business as Purchaser may reasonably request, (ii) reasonably designate certain individuals (subject to the terms Purchaser's reasonable approval) to serve as members of a Seller/Purchaser transition team and conditions cause such individuals to devote reasonable time to transition matters, (iii) devote reasonable resources to transition matters (such resources to include, without limitation, office accommodations and related facilities for a substantial and continuing presence of Purchaser's transition team members on any Seller's premises), (iv) consult with Purchaser regarding Sellers' development work pertaining to systems, products, distribution and customer and producer services, (v) cooperate with Purchaser in its development work pertaining to systems, products, distribution and customer and producer services in order to enable implementation of the confidentiality provisions contained in Section 5.5transition plan at the earliest feasible date. No investigation made pursuant In conjunction with the foregoing, Sellers hereby acknowledge that such transition plan is critical to this Section 5.6 or otherwise, whether made before or after the date success of the transactions contemplated by this Agreement, and no matter disclosed (vi) permit, and cooperate with, Purchaser to offer to selected employees of Seller, as designated by Purchaser and reasonably acceptable to Sellers, incentive compensation to encourage such employees to continue their employment with the Business through January 21, 2004, provided the aggregate of such incentive compensation shall not exceed $250,000, Purchaser to reimburse the Sellers for such incentive compensation, including Sellers' portion of withholding taxes. (c) Any investigation, examination or interview by Purchaser of any of the Seller Parties or their employees and agents or access pursuant to Section 5.4, shall affect or be deemed to modify or waive any specific representation or warranty made by either party pursuant to this Agreement or any rights of the parties under Article VI provisions of Section 5.03(a) or Article X.Section 5.03(b) shall be conducted or occur during regular business hours upon reasonable prior notice to the Seller Parties provided, however, that such actions by Purchaser shall not unreasonably interfere with Sellers' business operations. (d) Sellers shall, prior to Closing, provide Purchaser with all information reasonably necessary to operate the Business as it is currently operated. (e) Notwithstanding any other provisions of this Section 5.03, Purchaser and Sellers shall cooperate in implementing the provisions of this Section 5.03 so as not to prevent or interfere with each Seller's compliance with Section 5.01 hereof.

Investigations; Pre-Closing Access. (a) During the period between the date hereof Contract Date and the Closing Date and subject to applicable LawsDate, Genworth and the Buyer shall allocate sufficient personnel and other resources and use commercially reasonable efforts to develop, to mutually agree upon and, to the extent commercially reasonable and in accordance with applicable Laws, to implement the transition plan (the “Transition Plan” ) relating to the Stock Sale Business to help effectuate an orderly and efficient transition of the Stock Sale Business. During the term of the Transition Services Agreement, the parties shall continue to cooperate in good faith to modify, enhance, and further implement the Transition Plan as necessary or desirable. (b) During the period between the date hereof and the Closing Date and subject to applicable Law, the Buyer Purchaser shall be entitled, through its employees and representatives and at the Buyer’s Purchaser's expense, to make such investigation and review of the assets, liabilities, business operations, properties, Contracts, personnel and other aspects operations of the Stock Sale Business Business, and such examination of the Books and Records relating to the Business, as the Buyer Purchaser may reasonably request. The Buyer’s investigation Any investigation, examination or interview by Purchaser of Sellers' employees and review agents or access pursuant to any of the provisions of this Section 5.6(b5.02(a) or 5.02(b) shall be conducted or occur at reasonable times during normal business hours and upon reasonable prior notice to Genworth and Sellers; provided, however, that such actions by Purchaser shall not unreasonably interfere with the Stock Sale Companies’ either Seller's normal business operations operations. The parties hereto and further provided that any contacts their respective officers, employees, agents and representatives, including, without limitation, counsel, investment bankers, actuarial consultants and independent public accountants, shall cooperate with customers or suppliers each other in connection with respect to such review and examination. (b) Without limiting the Stock Sale Business must have generality of the prior written approval of Genworth other than foregoing, during the period between the Contract Date and the Closing Date, Sellers shall, in accordance with mutually acceptable guidelines and procedures: (i) customers provide to Purchaser and suppliers with whom the Buyer or its Affiliates have a current relationship as access to the Persons identified pursuant to Section 3.12 and to service providers of the date of this Agreement (provided that the Buyer may not discuss with such customers or suppliers anything that would breach the provisions of Section 5.5) or Sellers; (ii) reasonably designate certain Persons to serve as otherwise agreed members of a Sellers/Purchaser transition team and cause such Persons to devote reasonable time to transition matters; (iii) devote reasonable resources to transition matters (such resources to include, without limitation, office accommodations and related facilities for a substantial and continuing presence of Purchaser's transition team members on Sellers' premises); (iv) reasonably cooperate with Purchaser and LLANY to assist Purchaser and LLANY in filing policy and contract forms to enable Purchaser and LLANY to issue policies and contracts in their names substantially similar to the Policies included in the Business; (v) consult with Purchaser regarding Sellers' development work pertaining to systems, products, distribution and customer and producer services; and (vi) reasonably cooperate with Purchaser in its development work pertaining to systems, products, distribution and customer and producer services (including but not limited to assisting Purchaser in the training of LBMs and MGAs on Purchaser's and LLANY's products) in order to facilitate implementation of the transition plan at the earliest feasible date. The facilities, services and cooperation to be provided by the parties Sellers pursuant to this Section 5.02(b) shall be provided to Purchaser as part of the consideration for the payment of the Purchase Price and without any transition plan implemented in connection with the transactions contemplated herebyadditional charge therefor. (c) Each Prior to the Closing Date, Sellers shall be entitled, through their respective employees and representatives and at Sellers' expense, to make such investigation of the parties hereto assets, liabilities, business and their employees shall cooperate with the other, operations of Purchaser and LLANY as the case Sellers may be, in connection with any review and examination by the Buyerreasonably request. Any such investigation or review examination shall be subject conducted at reasonable times during normal business hours and upon reasonable prior written notice to the terms Purchaser and conditions LLANY; provided, however, that such actions by Sellers shall not unreasonably interfere with Purchaser's and LLANY's normal business operations. The parties hereto and their respective employees and representatives, including, without limitation, counsel, investment bankers, actuarial consultants and independent public accountants, shall cooperate with each other in connection with such review and examination. (d) Notwithstanding any other provisions of the confidentiality provisions contained in Section 5.5. No investigation made pursuant to this Section 5.6 or otherwise5.02, whether made before or after Purchaser, LLANY and Sellers shall cooperate in implementing the date provisions of this Agreement, and no matter disclosed pursuant Section 5.02 so as not to prevent or interfere with Sellers' compliance with Section 5.4, shall affect or be deemed to modify or waive any specific representation or warranty made by either party pursuant to this Agreement or any rights of the parties under Article VI or Article X.5.01 hereof.