Common use of Further Investigation Clause in Contracts

Further Investigation. Between the date of this Agreement and the Closing Date, Seller shall provide Buyer, Headway and their respective representatives with full access during normal business hours, on reasonable prior notice, to Seller's premises, personnel and files, books and records concerning Seller's business and the Acquired Assets, and Seller shall cause its officers, employees and representatives to furnish such financial and operating data and other information with respect to Seller's business and the Acquired Assets as Buyer or Headway shall reasonably request; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of Seller's business. During such investigation, Buyer, Headway and their respective representatives shall have the right to make copies of, or excerpts from, such files, books and records as they may deem advisable. If the purchase and sale contemplated in this Agreement are not consummated, each of the parties shall (i) return all written information and copies and summaries thereof to the party from which such information originated and (ii) maintain in confidence and not disclose to third parties any information obtained from the other party which the other party designated as confidential or with respect to which the circumstances of its disclosure reasonably indicated that the other party treated it as confidential. The foregoing shall not apply to any information that is or becomes part of public or industry knowledge for reasons other than the acts or omissions of the party to whom such information is disclosed in connection with the transactions contemplated herein. The provisions of this Section 9.3 shall survive the termination of this Agreement for any reason.

Further Investigation. Between the date of this Agreement and the Closing Date, Seller shall provide Buyer, Headway and their respective representatives with full access during normal business hours, on reasonable prior notice, to Seller's premises, personnel and files, books and records concerning Seller's business and the Acquired Assets, and Seller shall cause its officers, employees and representatives to furnish such financial and operating data and other information with respect to Seller's business and the Acquired Assets as Buyer or Headway shall reasonably request; provided, however, that any such investigation shall be conducted in such manner as not to interfere unreasonably with the operation of Seller's businessthe Business. During such investigation, Buyer, Headway and their respective representatives shall have the right to make copies of, or excerpts from, such files, books and records as they may deem advisable. If the purchase and sale contemplated in this Agreement are not consummated, each of the parties shall (i) return all written information and copies and summaries thereof to the party from which such information originated and (ii) maintain in confidence (prior to such consummation and thereafter) and not disclose to third parties any information obtained from the other party which the other party designated as confidential or with respect to which the circumstances of its disclosure reasonably indicated that the other party treated it as confidential. The foregoing shall not apply to any information that is or becomes part of public or industry knowledge for reasons other than the acts or omissions of the party to whom such information is disclosed in connection with the transactions contemplated herein. The provisions of this Section 9.3 shall survive the termination of this Agreement for any reason.