Review of the Company. Prior to the Closing, the Seller will, and will cause the Company to, permit the Purchaser, directly or through its Affiliates or representatives, to review the properties, books, and records of the Company and their financial and legal conditions to the extent the Purchaser deems it necessary or advisable to familiarize itself with such properties and other matters, provided, however, such review shall not unreasonably disrupt the Company’s operation and provided further that no employee will be approached without consent and coordination of the management of the Company. The Seller will, and will cause the Company to, permit the Purchaser and their representatives to have, after the date of execution of this Agreement, reasonable access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets and Liabilities of the Company as the Purchaser may from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, deliver or cause to be delivered to the Purchaser such additional instruments, documents, certificates, and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.
Review of the Company. Purchaser may, prior to the Closing Date, through its representatives, review the properties, books and records of the Company and its financial and legal condition as it deems necessary or advisable to familiarize itself with such properties and other matters; such review shall not, however, affect the representations and warranties made by Seller. The Seller shall cause the Company to permit Purchaser and its representatives to have, after the date of execution hereof, full access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish Purchaser with such financial and operating data and other information with respect to the business and properties of the Company as Purchaser shall from time to time reasonably request. In the event of termination of this Agreement, Purchaser shall keep confidential any material information obtained from Seller or the Company concerning the Company's properties, operations and business (unless readily ascertainable from public or published information or trade sources) until the same ceases to be material (or becomes so ascertainable) and shall return to the Company all copies of any schedules, statements, documents or other written information obtained in connection therewith.
Review of the Company. Buyer and its accountants, counsel and other representatives may, prior to the Initial Closing Date or the Subsequent Closing Dates as the case may be, review and inspect the properties, books and records of the Company to familiarize itself with such properties and the business of the Company; provided, however, that such review shall not affect the representations and warranties made by the Sellers hereunder. The Sellers shall cause the Company to permit Buyer and its accountants, counsel and other representatives to have free and full access to the properties, assets and premises and to the books and records of thereof upon prior notice and during normal business hours and cause the officers of the Company to famish Buyer with such financial and operating data and other information with respect to the business and properties of the Company as Buyer shall from time to time reasonably request. The Sellers shall cause the Company, and its officers and directors, to assist Buyer in making inquiry of the major suppliers of the Company. Without limiting the foregoing, such review shall include, in Buyer’s discretion, the taking of an inventory and inspection of facilities at which Products are manufactured or from which Products are distributed.
Review of the Company. The Purchaser may, prior to the Closing Date, directly or through its representatives, review the properties, books and records of the Company and its financial and legal condition to the extent the Purchaser or its representatives deem necessary or advisable to familiarize themselves with such properties and other matters; such review shall not, however, affect the representations and warranties made by the Company in this Agreement or the remedies of the Purchaser for breaches of those representations and warranties. The Company shall permit the Purchaser and its representatives to have, after the date of execution of this Agreement, full access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company as the Purchaser shall from time to time reasonably request. The Company shall deliver or cause to be delivered to the Purchaser such additional instruments, documents, certificates and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached hereto and (b) consummating or evidencing the transactions contemplated by this Agreement.
Review of the Company. The Purchaser may, prior to the Closing Date, through their representatives, review the properties, books and records of the Company and each of its subsidiaries and its financial and legal condition as they deem necessary or advisable to familiarize themselves with such properties and other matters; such review shall not, however, affect the representations and warranties made by the Shareholders hereunder or the remedies of the Purchaser for breaches of those representations and warranties. The Shareholders shall cause the Company and each of its subsidiaries to permit the Purchaser and their representatives to have, after the date of execution of this Agreement, full access to the premises and to all the books and records of the Company and its subsidiaries and to cause the officers of the Company and each of its subsidiaries to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as the Purchaser shall from time to time reasonably request. In the event of termination of this Agreement, the Purchaser shall keep confidential any material information obtained from the Shareholders or the Company or any subsidiary concerning the Company's and its subsidiaries' respective properties, operations and business (unless readily ascertainable from public or published information or trade sources) until the same ceases to be material (or becomes so ascertainable) and, at the request of the Shareholders, shall return to the Company and its subsidiaries all copies of any schedules, statements, documents or other written information obtained in connection therewith. The Shareholders shall deliver or cause to be delivered such additional instruments as the Purchaser may reasonably request for the purpose of consummating the transactions contemplated by this Agreement.
Review of the Company. Sellers shall permit Purchaser and its employees, agents, attorneys, accountants and other representatives to have, after the date of execution hereof, full access to the premises and to all of the books, records, facilities and properties of the Company and shall, and shall cause the officers and employees of the Company to, furnish Purchaser with such financial and operating data and other information with respect to the Company and its business operations, financial condition and prospects as Purchaser from time to time shall reasonably request. Such review shall not, however, affect or limit the representations and warranties made by Sellers hereunder.
Review of the Company. The Company will permit Buyer and its representatives to have, after the date of execution of this Agreement, reasonable access during normal business hours to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish Buyer with such financial and operating data and other information with respect to the Business, properties, assets and liabilities of the Company as Buyer may from time to time reasonably request, provided that such reasonable access shall be provided at reasonable times pursuant to reasonable advance notice and shall not unreasonably interfere with the Company’s operation of the Business.
Review of the Company. Purchasers may, prior to the Closing --------------------- Date, directly or through their representatives, review during regular business hours upon reasonable notice to the Company or Parent, as the case may be, the properties, books and records of Parent (solely to the extent that such records relate to the Company, its subsidiaries or the transactions contemplated by this Agreement or the Transaction Agreements), the Company and each of the Company's subsidiaries and their financial and legal condition to the extent they deem necessary or advisable to familiarize themselves with such properties and other matters; provided, that such review shall not, (a) affect the representations and warranties made by Parent and the Company in this Agreement or the remedies of Purchasers for breaches of those representations and warranties, or (b) interfere with the normal operation of the business of the Company and its subsidiaries. Parent shall cause the Company and each of its subsidiaries to permit Purchasers and their representatives to have, after the date of execution of this Agreement, full access during regular business hours upon reasonable notice to the Company or Parent, as the case may be, to the premises and to all the books and records of the Company and its subsidiaries and to cause the officers, employees, counsel, accountants, consultants and other representatives of the Company and each of its subsidiaries to furnish Purchasers with such financial and operating data and other information with respect to the business and properties of the Company and its subsidiaries as Purchasers shall from time to time reasonably request. In the event of termination of this Agreement, Purchasers shall keep confidential any information obtained from Parent or the Company or any subsidiary concerning their respective properties, operations and business (unless readily ascertainable from public or published information or trade sources or previously obtained by Purchasers from a source not under any contractual or other legal obligation to keep such information confidential) and at the request of Parent, shall return to the Company all copies of any schedules, statements, documents or other written information obtained in connection herewith and shall destroy all analyses or summaries thereof prepared by Purchasers or their representatives. Parent and the Company shall deliver or cause to be delivered to Purchasers such additional instruments, documents, certificate...
Review of the Company. Buyer may, prior to the Closing Date, through its representatives, review the properties, books and records of the Sellers relating to the Purchased Assets and the Purchased Divisions to familiarize themselves with the Purchased Assets and the Purchased Divisions. The Sellers shall provide Buyer and its representatives, upon receiving reasonable notice from Buyer, reasonable access to the premises and to such books and records during normal working hours and to furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets and the Purchased Divisions as Buyer shall from time to time reasonably request.
Review of the Company. Purchaser may, prior to the Final Closing Date, through its representatives, review the properties, books, and records of the Companies to familiarize itself with such properties and the businesses of the Companies. Seller shall cause the Companies to permit Purchaser and its representatives to have reasonable access to the premises and to the books and records of the Companies during normal working hours and to furnish Purchaser with such financial and operating data and other information with respect to the businesses and properties of the Companies as Purchaser shall from time to time reasonably request. Purchaser may make copies of such books, records and other information and retain such copies after the Initial Closing Date. Seller will use its reasonable efforts to provide Purchaser with copies of any books, records or other information relating to the Companies requested by Purchaser after the Initial Closing Date. The parties hereto acknowledge that Purchaser (or an affiliate of Purchaser) and Xxxxxx Xxxx LLC (on behalf of Seller and the Companies) have entered into a Confidentiality Agreement dated _______________, 1997 (the "Confidentiality Agreement") and Purchaser confirms that it and its affiliates will comply with their respective obligations thereunder.
