Common use of Inspection of Properties Clause in Contracts

Inspection of Properties. and Books Seller shall assist any individual or individuals designated by Purchaser with reasonable prior notice to visit or inspect any property of Seller, at reasonable times acceptable to both parties, including books of accounts and records of Seller, to make extracts or copies of such books and records and to discuss the affairs, finances and accounts of Seller with its officers, and shall use its best efforts to obtain access for Purchaser to Seller's accountants' work papers. As a condition to the Closing, the parties acknowledge and agree that Seller shall furnish to Purchaser Evaluation Material which shall be used in connection with a due diligence review. The parties agree that Purchaser shall treat the Evaluation Material confidentially, and shall not disclose to any party, except as otherwise set forth herein, the Evaluation Material or any information set forth therein; provided, however, that Purchaser is authorized to disclose the Evaluation Material to its investment banker, counsel and accountants for their review. Purchaser shall instruct its officers, directors, employees, agents or representatives of the confidential nature of the Evaluation Material and shall be responsible for ensuring that the Evaluation Material is kept confidential by such persons. In the event the Closing is not consummated, all Evaluation Material shall be returned to Seller, within ten days of a request therefor, with the understanding that Purchaser shall retain no copies of the Evaluation Material and shall not disclose to any other party the Evaluation Material or information contained therein, with the exception of (i) information which becomes generally available to the public other than as a result of disclosure by Purchaser, or (ii) information included in the Evaluation Material which is first disclosed by a third party not bound by a confidentiality agreement with Seller and (iii) information required to be disclosed in any registration statement or periodic report under the disclosure requirements of applicable federal and state securities laws.