Reasonable Investigation. Subject to the last sentence of Section 3.2(c), the Parent shall:
(a) give the holders of Registrable Securities, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto;
(b) give each such holder and underwriter reasonable opportunities to discuss the business of the Parent with its officers, counsel and the independent public accountants who have certified its financial statements;
(c) make available for inspection by any holder of Registrable Securities included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Parent reasonably requested; and
(d) cause the Parent's officers, directors and employees to supply all information reasonably requested by any such Person in connection with such Registration; in each such case, as shall be reasonably necessary, in the opinion of such holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of the section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.
Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company shall give the Substantial Holders who hold Registrable Securities registered under such registration statement, their underwriters, if any, and the Investor Counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and shall give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holder's and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Stockholders and their respective counsel and accountants such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act.
Reasonable Investigation. In connection with the preparation and filing of the Registration Statement and the completion of the Offering, the Company will provide the Stockholder reasonable and customary access to the Company's books and records and such opportunities to discuss the business of the Company with its officers as shall be reasonably necessary to conduct a reasonable investigation within the meaning of the Act.
Reasonable Investigation. WRC shall:
(a) give the holders of Registrable Securities, their underwriters, if any, and their respective counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto;
(b) give each such holder and underwriter reasonable opportunities to discuss the business of WRC and its Subsidiaries with its officers, counsel and the independent public accountants who have certified its financial statements;
(c) make available for inspection by any holder of Registrable Securities included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such holder or underwriter, all financial and other records, pertinent corporate documents and Properties of WRC and its Subsidiaries; and
(d) cause each of WRC’s and its Subsidiaries’ officers, directors and employees to supply all information reasonably requested by any such Person in connection with such Registration; in each such case, as shall be reasonably necessary (in light of the potential liability of such holder or underwriter in respect of misstatements in and omissions from the registration statement or prospectus and any holder’s obligations under Section 2.06) to enable it to conduct a “reasonable investigation” within the meaning of Section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by Section 12(a)(2) of the Securities Act. WRC agrees to include in the registration statement and each amendment thereto, and in each preliminary prospectus, prospectus or prospectus supplement, all material information requested to be included by any holder of Registrable Securities or underwriter, in each case, to the extent required to be contained therein or necessary to correct any misstatement of fact or necessary to make any statement contained therein, in light of the circumstances under which it was made, not misleading. Each holder of Registrable Securities agrees to keep confidential and not disclose (other than in connection with disclosure by WRC pursuant to the foregoing sentence) to any Person (other than its officers, directors, employees and trustees who need to know such information and other than any attorney, agent, adviser or accountant who makes the agreement set forth in this paragraph) any information WRC reasonably ...
Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, FBC will give the Holders of Registrable Shares to be registered under such registration statement, in the case of registration of Registrable Shares pursuant to Section 9.6(b), their underwriters or agents, if any, and their respective counsel and accountants reasonable access to its books and records and such opportunities to discuss the business of FBC with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' or agents' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act.
Reasonable Investigation. The Company shall:
(i) give the Holder of the Registrable Shares and its counsel and accountants the opportunity to participate in the preparation of the registration statement, each prospectus included therein or filed with the SEC and each amendment thereof or supplement thereto;
(ii) give the Holder reasonable opportunities to discuss the business of the Company with its officers, counsel and the independent public accountants who have certified its financial statements;
(iii) make available for inspection by the Holder of the Registrable Shares included in any Registration, any underwriter participating in any disposition pursuant to any Registration, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company; and
(iv) cause the Company's officers, directors and employees to supply all information reasonably requested by any such person in connection with such Registration; in each such case, as shall be reasonably necessary, in the opinion of the Holder or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of the section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by section 12(a)(2) of the Securities Act.
Reasonable Investigation. The Parent shall follow procedures -------------------------- customarily observed by issuers in Public Offerings, and accord to the Investors and the managing underwriters with respect to such offering, as the case may be, all rights customarily accorded to selling stockholders in secondary distributions and to managing underwriters if the transaction in question is or was an underwritten Public Offering, in each such case, as shall be reasonably necessary, in the opinion of the Investors or such underwriter, to enable it to conduct a "reasonable investigation" within the meaning of Section 11(b)(3) of the Securities Act and to satisfy the requirement of reasonable care imposed by Section 12(a)(2) of the Securities Act.
Reasonable Investigation. Site Evaluation. Buyer has performed ----------------------------------------- or relied upon the performance by others of appropriate investigations, studies and tests to discover (i) any environmental contamination in, on, under threatening to or emanating from the Mortgaged Property; and (ii) any potential or actual liabilities for clean-up of Hazardous Materials with respect to the Mortgaged Property, and such investigations, studies and tests have disclosed no environmental contamination, Hazardous Materials, facts which may give rise to environmental claims or past or current violations of any Environmental Laws.
Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, Anicom will give the Texcan Entities and their Permitted Transferees and their counsel and accountants such access to its books and records and such opportunities to discuss the business of Anicom with its officers and the independent public accountants who have certified its financial statements as shall be necessary in their respective reasonable opinions or in the reasonable opinion of their respective counsel to conduct a reasonable investigation for the purpose of establishing a due diligence defense within the meaning of the Securities Act and in order to enable the Texcan Entities or their Permitted Transferees to execute any certificates required by the underwriters in any underwritten offering in which they participate.
