Common use of Investigation by Buyer Clause in Contracts

Investigation by Buyer. (a) During the period beginning on the Effective Date and ending on the First Closing Date, Seller will grant to Buyer and each representative of Buyer full access to all premises, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review and assessment of Seller’s properties and the business, including such assessment or audit of compliance with Legal Requirements as Buyer, in its sole discretion, deems appropriate, provided that such access shall be afforded to Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with the normal operations of Seller. Upon reasonable notice and in connection with such review, Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms of the Confidentiality Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Business or the transactions contemplated hereby, or waive or amend any provision thereof. From and after the First Closing, Seller will assign to Buyer (or, if assignment is not permitted, enforce for the benefit of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the Business.

Investigation by Buyer. (a) During Buyer has, prior to the period beginning on the Effective Closing Date and ending on subject to this Section 3.1, through its representatives (including its counsel, accountants and consultants) made such investigations of the First Closing Dateproperties, Seller will grant to Buyer the intellectual property rights, offices and each representative operations of Buyer full access to all premises, operations, assets, officers the Company and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review and assessment of Seller’s properties and the business, including such assessment or audit of compliance with Legal Requirements the financial condition of the Company as Buyer, in its sole discretion, it deems appropriate, provided that such access shall be afforded to Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb necessary or interfere with the normal operations of Seller. Upon reasonable notice and advisable in connection with such review, Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms of the Confidentiality Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Business or the transactions contemplated hereby, including, without limitation, any investigation enabling it to familiarize itself with such properties, offices, operations and financial condition; such investigation shall not, however, affect the Company’s or waive or amend any provision thereofthe Sellers’ representations, warranties and agreements hereunder. From The Company and the Sellers have permitted Buyer and its authorized representatives, from and after the First Closingdate hereof, Seller will assign complete access, following reasonable prior notice, to all books, records, and properties of the Company, including, but not limited to, clinical trial data and regulatory submissions, to all Returns of the Company, and Buyer (or, if assignment is not permitted, enforce for has the benefit of Buyer) any such existing confidentiality agreements right to make copies thereof and excerpts therefrom. The Company and Sellers have cooperated fully with other potential purchasers Buyer in connection with a potential sale ofits due diligence investigation. Buyer has been furnished inter alia with the information that is set out and listed in the due diligence list set out in Schedule 3.1, which information shall be copied and delivered to Buyer at Closing. The Company has furnished Buyer with such financial and operating data and other information with respect to the Company as Buyer has from time to time reasonably requested. Buyer will treat, and will cause its employees and representatives to treat, all information obtained from the Company in the course of the due diligence review in strict confidence, except to the extent any such information is required to be disclosed to governmental authorities or other transaction relating topursuant to legal process or where such information is already in the public domain or becomes in the public domain through no fault of Buyer. In the event the Acquisition is not concluded, Buyer agrees to return all written materials theretofore furnished by the BusinessCompany.

Investigation by Buyer. (a) During Between the period beginning on date of this Agreement and the Effective Date and ending on the First Closing Date, each Seller will grant shall, and shall cause Transferred Company to allow Buyer and each representative of Buyer full access to all premisesits authorized agents and representatives reasonable access, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal business hours, for to all Contracts and information of or relating to the assets, Liabilities, operations, personnel and other aspects of the business of Transferred Company in connection with the Buyer’s continued due diligence 's review of matters related to the purchase of the Shares and assessment Buyer's examination of Seller’s properties and the business, including such assessment or audit condition of compliance with Legal Requirements as BuyerTransferred Company, in each case to verify the representations and warranties of Sellers hereunder including, without limiting the foregoing verification, by drilling of aggregate reserves on the real property owned by the Transferred Company; provided, however, that any information obtained from Sellers or any of its sole discretion, deems appropriate, provided that such access shall be afforded to Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with the normal operations of Seller. Upon reasonable notice and Affiliates in connection with such review, Seller agrees, investigation and will cause each representative of Seller, examination shall be deemed to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms of Nondisclosure and Confidentiality Agreement referred to in Section 1.1 (the "Confidentiality Agreement"). Each Seller shall use his reasonable efforts to cause its employees and the employees of Transferred Company and its agents and representatives to provide reasonable assistance to Buyer in connection with its investigation and examination. (b) In addition to the parties' respective obligations under the Confidentiality Agreement, which is hereby reaffirmed and adopted, and incorporated by reference herein, each party hereto shall, and shall cause its advisers and agents to, maintain the confidentiality of all confidential information furnished to it by the other Parties and shall not use such information for any purpose except in furtherance of the transactions contemplated by this Agreement. If this Agreement is terminated prior to the Closing, each party shall promptly return or certify the destruction of all documents and copies thereof, and all work papers containing confidential information received from the other party. (c) Each such Seller agrees not and his Affiliates shall use their reasonable efforts to release any Person (other than Buyer) from any exercise their rights under confidentiality agreement now existing agreements entered into with Persons which were considering an acquisition proposal with respect to the Business or the transactions contemplated hereby, or waive or amend any provision thereof. From and after the First Closing, Seller will assign to Buyer (orTransferred Company, if assignment is not permittedany, enforce for to preserve the benefit confidentiality of Buyer) any the information relating to the Transferred Company provided to such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the BusinessPersons and their Affiliates and Representatives.

Investigation by Buyer. (a) During Prior to the period beginning on the Effective Date and ending on the First Closing Date, Seller will grant upon ---------------------- reasonable prior notice, Selling Shareholders agree to permit Buyer Representatives and each representative of Buyer their authorized representatives, as specifically approved by Sellers' Representative in writing, or cause them to be permitted, to have full access to all the premises, operationsbooks and records, assetsofficers, officers and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review and assessment of Seller’s properties and the business, including such assessment or audit of compliance with Legal Requirements as Buyer, in its sole discretion, deems appropriate, provided that such access shall be afforded to Buyer and its consultants, professionalsemployees, and other representatives independent accountants (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with including the normal operations of Seller. Upon reasonable notice and in connection with such reviewindependent accountant's workpapers, Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms execution of a customary workpaper access letter) of the Confidentiality Agreement. (b) Seller agrees not Company and Lighting at reasonable hours, and prior to release any Person (the Closing Date the officers of the Company and Lighting shall furnish Buyer with such financial and operating data and other than Buyer) from any confidentiality agreement now existing information with respect to the Business business, properties and assets of the Company and Lighting as Buyer shall from time to time reasonably request. No investigation by Buyer heretofore or hereafter made shall affect the representations and warranties of the Selling Shareholders contained herein. Prior to the Closing Date, Buyer shall not use any information relating to the Company and Lighting obtained by it from the Selling Shareholders, the Company and Lighting pursuant to this Section 3.3, which is not otherwise publicly available, for any purpose unrelated to the consummation of the transactions contemplated hereby, and prior to the Closing Date or waive in the event this Agreement is terminated, Buyer will not disclose any such information to any person, unless and until such time as such information is otherwise publicly available or amend any provision thereofas Buyer is advised by counsel that such information is required by law to be disclosed. From In the event this Agreement is terminated, Buyer agrees to keep confidential all information it has obtained concerning the Company and after Lighting under the First Closingterms of this Agreement for a two- year period and to return promptly, Seller will assign if so requested by the Selling Shareholders, every document furnished to Buyer (orby the Selling Shareholders, if assignment is not permittedthe Company and Lighting, enforce for the benefit of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale ofthe transactions contemplated hereby, or other transaction relating toand any copies thereof Buyer may have made, the Businessand to use its best efforts to cause its representatives to whom such documents were furnished promptly to return such documents, and any copies thereof any of them may have made.

Investigation by Buyer. (a) During Prior to the period beginning on the Effective Date and ending on the First Closing Date, Seller will grant Buyer may make or ---------------------- cause to Buyer and each representative be made such investigation of Buyer full access to all premises, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review and assessment of Seller’s properties and the business, including such assessment properties, assets and liabilities of the Company and its financial and legal conditions as Buyer deems necessary or audit of compliance with Legal Requirements as Buyer, in its sole discretion, deems appropriateadvisable to familiarize itself therewith, provided that such access -------- investigation shall be afforded to Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with the normal operations of Sellerthe Company. Upon Such investigation may include, without limitation, an examination and valuation of inventory by Buyer's accountants and an appraisal of all assets of the Company. Prior to the Closing Date, upon reasonable notice prior notice, the Company and in connection the Selling Shareholders agree to permit Buyer and its authorized representatives, or cause them to be permitted, to have full access to the premises, books and records, officers, employees, and independent accountants (including the independent accountant's work-papers) of the Company at reasonable hours, and prior to the Closing Date the officers of the Company shall furnish Buyer with such review, Seller agrees, financial and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents operating data and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms of the Confidentiality Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Business business, properties and assets of the Company as Buyer shall from time to time reasonably request. No investigation by Buyer heretofore or hereafter made shall affect the representations and warranties of the Company contained herein. Prior to the Closing Date, or in the event this Agreement is terminated, Buyer shall not use any information relating to the Company obtained by it from the Company or the Selling Shareholders pursuant to this Section 3.3, which is not otherwise publicly available, for any purpose unrelated to the consummation of the transactions contemplated hereby, and prior to such Closing Date, Buyer will not disclose any such information to any person, unless and until such time as such information is otherwise publicly available or waive or amend any provision thereofas Buyer is advised by counsel that such information is required by law to be disclosed. From In the event this Agreement is terminated, Buyer agrees to keep confidential all information it has obtained concerning the Company under the terms of this Agreement for a five-year period and after to return promptly, if so requested by the First ClosingCompany, Seller will assign every document furnished to Buyer (orby the Company and the Selling Shareholders, if assignment is not permitted, enforce for the benefit of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale ofthe transactions contemplated hereby, or other transaction relating toand any copies thereof Buyer may have made, the Businessand to use its best efforts to cause its representatives to whom such documents were furnished promptly to return such documents, and any copies thereof any of them may have made.

Investigation by Buyer. (a) During Seller shall, and shall cause the period beginning on Company to, afford the Effective Date officers, employees and ending on the First Closing Date, Seller will grant to Buyer and each representative authorized representatives of Buyer full (including independent public accountants and attorneys) reasonable access to all premises, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review upon reasonable advance notice, to the offices, properties, employees, Contracts and assessment business and financial records (including computer files, retrieval programs and similar documentation) of Seller’s the Company and its Affiliates to the extent Buyer shall reasonably deem necessary and shall furnish to Buyer or its authorized representatives such additional information concerning the Equity Interests, the Business and the assets, properties and operations of the businessCompany and its Affiliates as shall be reasonably requested, including all such assessment or audit of compliance with Legal Requirements information as Buyer, in its sole discretion, deems appropriate, provided that such access shall be afforded reasonably necessary to enable Buyer or its representatives to verify the accuracy of the representations and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only warranties contained in such manner so as not to unreasonably disturb or interfere with the normal operations of Seller. Upon reasonable notice and in connection with such review, Seller agrees, and will cause each representative of Sellerthis Agreement, to cooperate verify that the covenants of Seller contained in this Agreement have been complied with Buyer and Buyer’s Consultants to determine whether the conditions set forth in ARTICLE IX have been satisfied; provided, however, that: (i) Seller and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will the Company shall not be required to take violate any action that would constitute a waiver Requirements of Laws or Orders or obligation of confidentiality to which Seller or the Company is subject or to waive any attorney-client privilege nor supply which any of them may possess in discharging their obligations pursuant to this Section 7.1; (ii) Seller and the Company shall not be required to furnish or otherwise make available to Buyer nonpublic personal information of borrowers; and (iii) Buyer shall not, without the prior written consent of Seller, contact or communicate with any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms correspondent lender of the Confidentiality Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing Company with respect to the Business or in connection with the transactions contemplated hereby, by this Agreement. Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of the Business. No investigation made by Buyer or waive or amend any provision thereofits representatives hereunder shall affect the representations and warranties of Seller hereunder. From and after Prior to the First Closing, Buyer shall use its commercially reasonable efforts to notify Seller will assign if, to Buyer (or, if assignment is not permitted, enforce for the benefit Knowledge of Buyer, Seller is in breach of its representations and warranties hereunder; provided that failure to give such notice shall not relieve Seller of its indemnification obligations hereunder except (and only) any to the extent that Seller shall have been materially prejudiced by such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the Businessfailure.

Investigation by Buyer. (a) During the period beginning on the Effective Date Upon reasonable advance notice, Sellers and ending on the First Closing DateHolding Companies shall use their respective best efforts to cause Target and Company and their respective directors, Seller will grant officers, employees, counsel, financial advisors and other representatives to Buyer and each representative of Buyer full access to all premisesallow Buyer's Representatives, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal regular business hours, for Buyer’s continued due diligence review and assessment to make such investigation of Seller’s properties and the business, properties, books, contracts, personnel and records (including access to suppliers, supply reports and customer online transaction reports) of Target and Company, and to conduct such assessment due diligence investigation of Target and Company as Buyer deems necessary or audit advisable. Sellers and Holding Companies also agree to use their respective best efforts to cause Target and Company and their respective directors, officers, employees and representatives to, furnish promptly to Buyer all information concerning their respective businesses, properties, results of compliance with Legal Requirements operations, financial condition, and prospects as Buyer, in its sole discretion, deems appropriate, provided Buyer may from time to time reasonably request. Buyer covenants that such access investigation shall be afforded conducted in such a manner as not to interfere unreasonably with the business or operations of Target or Company. (b) Any information provided to Buyer or its Representatives pursuant to this Agreement shall be held by Buyer and its consultants, professionalsRepresentatives in accordance with, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with the normal operations of Seller. Upon reasonable notice and in connection with such review, Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will shall be subject to the terms of, the Letter of Intent, dated February 22, 2000, as extended by a subsequent Letter of Intent, dated February 29, 2000, by and between Target and Buyer (such letters, the Confidentiality Agreement"Letter of Intent"), which terms are hereby incorporated in this Agreement by reference as though fully set forth herein; provided, however, that all the references therein to Target shall be deemed to include Sellers and Holding Companies; and provided, further, that the terms thereof shall terminate on the Closing Date. (bc) Seller No investigation by Buyer or its Representatives hereunder shall affect or limit in any way the representations and warranties in Articles IV and V or the conditions to the obligations of each of Sellers and Holding Companies. (d) Buyer agrees to hold all of the accounts, books and records of Company existing and transferred to it on the Closing Date and not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Business destroy or the transactions contemplated hereby, or waive or amend any provision thereof. From and after the First Closing, Seller will assign to Buyer (or, if assignment is not permitted, enforce for the benefit dispose of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with books or records for a potential sale of, period of six (6) years from the Closing Date or other transaction relating to, the Businesssuch longer time as may be required by law.

Investigation by Buyer. Buyer has conducted its own independent review and analysis of the FT Contract and the Assumed Liabilities and of the value of the FT Contract. Buyer has conducted its own independent review of all Orders of, and all motions, pleadings, and other submissions to, the Bankruptcy Court in connection with the Bankruptcy Cases. Buyer acknowledges that the price being paid under this Agreement for the FT Contract is the fair value for acquiring the FT Contract under the circumstances and that such value, rather than replacement cost, is the appropriate measure of damages if and to the extent Buyer may have had any recourse for any failure to deliver the FT Contract in accordance with the terms of this Agreement. In entering into this Agreement, Buyer has relied solely upon its own investigation and analysis, and Buyer acknowledges that (a) During neither Seller nor any of its Related Persons makes or has made any representation or warranty, either express or implied, as to the period beginning on accuracy or completeness of any of the Effective Date and ending on the First Closing Date, Seller will grant information provided or made available to Buyer or any of its Related Persons, except as and each representative only to the extent expressly set forth in Article IV, and (b) to the fullest extent permitted by Law, neither Seller nor any of its Related Persons shall have any liability or responsibility whatsoever to Buyer full access or its Related Persons on any basis (including in contract or tort, under securities Laws or otherwise) based upon any information provided or made available, or statements made, to all premisesBuyer or Related Persons (or any omissions therefrom), operations, assets, officers including in respect of the specific representations and employees warranties of Seller upon reasonable prior notice and during normal business hoursset forth in this Agreement, for Buyer’s continued due diligence review and assessment of Seller’s properties and the businessexcept, including such assessment or audit of compliance with Legal Requirements as Buyer, in its sole discretion, deems appropriate, provided that such access shall be afforded regard to Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with the normal operations of Seller. Upon reasonable notice and in connection with such review, Seller agrees, and will cause each representative of Seller, as and only to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be extent expressly set forth in Article IV (which are subject to the terms limitations and restrictions contained in this Agreement). Buyer has no knowledge of the Confidentiality any condition, event or circumstance that constitutes a breach of any representation, warranty or covenant of Seller in this Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Business or the transactions contemplated hereby, or waive or amend any provision thereof. From and after the First Closing, Seller will assign to Buyer (or, if assignment is not permitted, enforce for the benefit of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the Business.

Investigation by Buyer. (a) During From the period beginning on date hereof until the Effective earlier of the Closing Date and ending on the First Closing Datetermination of this Agreement in accordance with its terms: Buyer may, Seller will grant through its representatives (including its counsel, accountants, lenders, and consultants), make such reasonable investigations of the properties, offices and operations of the Company and such audit of the financial condition of the Company as it reasonably deems necessary or advisable in connection with the transactions contemplated hereby, including, without limitation, any investigations enabling it to familiarize itself with such properties, offices, operations and financial condition; provided, however, that to extent the Buyer becomes aware of a fact or receives information through the course of its investigation that would result in the breach of a representation or warranty of the Company or the Sellers or cause the Company or the Sellers to be unable to fulfill a covenant hereunder and the Buyer does not promptly notify the Company and the Sellers of such fact or information, the Buyer shall not be entitled to any indemnification related thereto or to make a claim for any such breach or failure hereunder. The Company and the Sellers shall permit Buyer and each representative of Buyer full access to all premisesits authorized representatives, operations, assets, officers and employees of Seller upon reasonable prior advance notice and to the Company or the Sellers, to have reasonable access during normal business hours, for Buyer’s continued due diligence review hours to the premises and assessment to all books and records and Tax Returns of Seller’s properties and the business, including such assessment or audit of compliance with Legal Requirements as Buyer, in its sole discretion, deems appropriate, provided that such access shall be afforded to Buyer and its consultants, professionalsCompany, and other representatives (“Buyer’s Consultants”) only in such manner so as not Buyer shall have the right to unreasonably disturb or interfere make copies thereof and excerpts therefrom with the normal operations prior consent of Sellerthe Company. Upon reasonable notice and in In connection with such review, Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants its representatives may contact and provide all informationcommunicate with key employees, suppliers, customers, lenders and all documents creditors of the Company with the prior consent of the Company. The Company and the Sellers shall timely furnish Buyer with such financial and operating data and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject with respect to the terms of the Confidentiality AgreementCompany and its operations as Buyer may from time to time reasonably request. (b) Seller agrees not With the prior consent of the Company, representatives of Buyer shall be entitled to release any Person (other than Buyer) from any confidentiality agreement now existing hold meetings and conferences during normal working hours with respect the Company's employees upon reasonable notice to the Business or Company, to explain and answer questions about the transactions contemplated herebyconditions, or waive or amend policies and benefits of employment by Buyer. Further, the Company and the Sellers shall reasonably cooperate with Buyer in communicating to the Company's employees any provision thereof. From information concerning employment by Buyer and shall encourage the Company's employees to remain in the employment of the Company after the First Closing, Seller will assign . The Sellers shall be entitled to Buyer (or, if assignment is not permitted, enforce for the benefit of Buyer) any have one or more representatives attend such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the Businessmeetings.

Investigation by Buyer. From and after the date hereof until the Closing Date or earlier termination of this Agreement (a) During the period beginning on the Effective Date and ending on the First Closing Date“Interim Period”), Seller Parent will grant to provide Buyer and each representative of Buyer full access to all premisesits Representatives with reasonable access, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review to all officers and assessment employees of Seller’s properties the Company and the businessCompany Subsidiaries and their respective Properties, including such assessment Projects and Sites (provided, however, that Buyer shall not be entitled to collect any air, soil, surface water or audit of compliance with Legal Requirements as Buyerground water samples nor to perform any invasive or destructive sampling on the Sites) and the Books and Records relating to the Company and the Company Subsidiaries, in its sole discretion, deems appropriate, provided but only to the extent that such access shall be afforded to Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as does not to unreasonably disturb or interfere with the normal business and operations of Seller. Upon the Company and the Company Subsidiaries; provided, however, that (a) Seller Parent shall have the right to (i) have a Representative present for any communication with employees or officers of the Company or any Company Subsidiary and (ii) impose reasonable notice restrictions and in connection with such review, requirements for safety purposes and (b) Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will Parent shall not be required to take provide access to any action information that would constitute a waiver of the is (i) subject to attorney-client privilege nor supply to the extent doing so would cause such privilege to be waived, (ii) prohibited by Applicable Law or (iii) subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition (after Seller has used commercially reasonable efforts to obtain the consent of the other party to disclose such information and such consent has been denied). In addition, upon reasonable advance request from Buyer for purposes of a smooth and efficient transfer and integration of the business the Company and the Company Subsidiaries and other reasonable purposes, Seller Parent shall use its commercially reasonable efforts to arrange meetings (whether telephonic or in person) with customers and suppliers of the Company and the Company Subsidiaries, provided that (i) Buyer shall consult with the Company regarding the topics for discussion at such meetings and Seller Parent shall have the right to have Representatives present at any information that such meetings, (ii) Seller is under a legal obligation not to supplyParent may reasonably limit the number of individuals and the number of meetings and (iii) Buyer shall coordinate all such meetings with one or more Persons designated by the Company or Seller Parent. All such access and information furnished by or on behalf obtained as a result of Seller hereunder will such access shall be subject to the terms and conditions of the Confidentiality Nondisclosure Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect . Except to the Business extent arising from or relating to the transactions contemplated herebyactions of Seller Parent, or waive or amend any provision thereof. From and after the First Closing, Seller will assign to Buyer (or, if assignment is not permitted, enforce for the benefit of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating toSeller, the BusinessCompany, the Company Subsidiaries, their Affiliates and their Representatives, Buyer agrees to indemnify and hold harmless Seller Parent, Seller, the Company, the Company Subsidiaries, their Affiliates and their Representatives for any and all Losses to the extent arising out of the access rights under this Section 6.01, including any Losses by Seller Parent, Seller, the Company, the Company Subsidiaries, their Affiliates and their Representatives for any injuries or property damage while present at the Projects.

Investigation by Buyer. Through and with the assistance of such third- parties as Seller may hereafter approve in writing, Buyer shall have the right, at any time after the date of this Agreement, to enter upon the Property in order to survey the Property, to make engineering inspections thereon, and to make drillings and borings and other examinations of the surface and subsurface conditions of the Property, including investigations of the soil and subsurface water conditions of the Property and environmental audits or investigations of the Property (a) During collectively, "the period beginning on investigations"), all at Buyer's sole cost and risk. Buyer shall forever indemnify Seller from and against any and all liability suffered by Seller as a result of Buyer's, employees', agents', or representatives' activity upon the Effective Date Property. Following the investigations, the Property shall be restored by Buyer to the condition which existed prior to the investigations. Buyer shall promptly deliver copies of all results of the investigations, including all test data and ending on reports, to Seller. Said information, test data, and reports resulting from the First Closing Dateinvestigations will be kept strictly confidential and will not be used for any purpose other than the evaluation of a possible purchase of the Property. Under no circumstances will any part of same be provided to any third party, exclusive of professional advisors engaged by Buyer to assist with this transaction, unless Seller has first been satisfied that proper arrangements have been made to preserve its confidentiality and Seller has expressly consented in writing to Buyer's releasing the information to the other party. All necessary steps will be taken by Buyer to keep the information in full and complete confidence. None of the information resulting from the investigations may be copied, duplicated, or otherwise reproduced in any form. In the event of a breach, or attempted or contemplated breach of the foregoing obligations, Buyer hereby acknowledges that monetary damages alone will be inadequate to compensate Seller, and accordingly, Buyer agrees that, in such event, Seller will grant be entitled to Buyer and each representative injunctive relief to prevent the disclosure of the information, together with such other remedies as may be available to Seller either at law or in equity. The obligations of Buyer full access to all premises, operations, assets, officers and employees of Seller upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review and assessment of Seller’s properties and the business, including such assessment or audit of compliance with Legal Requirements as Buyer, contained in its sole discretion, deems appropriate, provided that such access this paragraph 6 shall be afforded to continuing obligations of Buyer and its consultants, professionals, and other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with which shall survive the normal operations termination of Seller. Upon reasonable notice and in connection with such review, Seller agrees, and will cause each representative of Seller, to cooperate with Buyer and Buyer’s Consultants and provide all information, and all documents and other data relating to such information, requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver of the attorney-client privilege nor supply to Buyer any information that Seller is under a legal obligation not to supply. All information furnished by or on behalf of Seller hereunder will be subject to the terms of the Confidentiality this Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing with respect to the Business or the transactions contemplated hereby, or waive or amend any provision thereof. From and after the First Closing, Seller will assign to Buyer (or, if assignment is not permitted, enforce for the benefit of Buyer) any such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, the Business.

Investigation by Buyer. (a) During the period beginning on the Effective Date date of this Agreement and ending on the First Closing Date, Seller will grant to Buyer and each representative Representative of Buyer may continue to conduct a due diligence review of the Corporation and the Business. In connection with such due diligence review, Buyer and each Representative of Buyer shall be granted full access to all premises, operations, assets, officers and employees of Seller Current Real Property upon reasonable prior notice and during normal business hours, for Buyer’s continued due diligence review and assessment of Seller’s properties and the businessSeller shall, including such assessment or audit of compliance with Legal Requirements as upon request by Buyer, in its sole discretion, deems appropriate, provided that such arrange for Buyer to be granted full access shall be afforded to Buyer and its consultants, professionals, and any third party warehouses or other representatives (“Buyer’s Consultants”) only in such manner so as not to unreasonably disturb or interfere with facilities where property of the normal operations of SellerCorporation is located. Upon reasonable notice and in In connection with such due diligence review, Seller agrees, and will shall cause each representative Representative of Seller, upon reasonable prior notice, to (i) cooperate with Buyer and each Representative of Buyer’s Consultants and , (ii) provide all information, and all documents and other data relating to such information, reasonably requested by Buyer or Buyer’s Consultants; provided that Seller will not be required to take any action that would constitute a waiver Representative of Buyer (including, without limitation, (A) the work papers of the attorney-client privilege nor supply to Buyer Corporation's Accountants, (B) the Tax Returns of the Corporation or any information that Subsidiary (or Seller is under a legal obligation not to supply. All information furnished by or on behalf any Affiliate of Seller hereunder will be subject or the Corporation to the terms of extent that the Confidentiality Agreement. (b) Seller agrees not to release any Person (other than Buyer) from any confidentiality agreement now existing Corporation is jointly and severally liable for Taxes with respect to such Tax Return), and (C) all responses to auditor's inquiry letters for the Business past 5 years or related to the transactions contemplated herebypreparation of the Financial Statements) and (iii) permit Buyer and each Representative of Buyer to inspect any assets of the Corporation. Buyer shall not be given access to information regarding Seller's negotiations to sell the Business. Buyer shall disclose to Seller in writing any information gained in its due diligence review which might reasonably be adjudged to result in a breach of any of Seller's representations, or waive or amend any provision thereofwarranties and covenants. From Except as set forth in Section 6.2, Buyer and after the First Closingeach Representative of Buyer shall be granted full access to all Current Real Property upon reasonable prior notice and during normal business hours. In connection with such due diligence review, Seller will assign agrees, and shall cause each Representative of Seller, upon reasonable prior notice, to (i) cooperate with Buyer and each Representative of Buyer, (ii) provide all information, and all documents and other data relating to such information, reasonably requested by Buyer or any Representative of Buyer (orincluding, if assignment is not permittedwithout limitation, enforce the work papers of the Corporation's Accountants and all responses to auditor's inquiry letters for the benefit past 5 years or related to the preparation of Buyerthe Financial Statements) and (iii) permit Buyer and each Representative of Buyer to inspect any such existing confidentiality agreements with other potential purchasers in connection with a potential sale of, or other transaction relating to, assets of the BusinessCorporation.