Common use of Investigation by Parent Clause in Contracts

Investigation by Parent. Upon reasonable notice, Goldbelt agrees to provide Parent and its representatives with reasonable access (without disruption to the conduct of Goldbelt’s business) during normal business hours to all books, records, information, corporate charts, tax documents, filings, memoranda, working papers and files and all other materials in its possession and control, including material contracts, and access to the personnel of and counsel to Goldbelt and the Goldbelt Subsidiaries on an as reasonably requested basis as well as reasonable access to the properties of Goldbelt and the Goldbelt Subsidiaries in order to allow Parent to conduct such investigations as Parent may consider necessary or advisable to confirm the accuracy of Goldbelt’s representations and warranties herein, for strategic planning and integration, for the structuring of any Pre-Acquisition Reorganization, to conduct the Confirmatory Due Diligence and for any other reasons reasonably relating to the Contemplated Transactions, and further agrees to assist Parent in all reasonable ways in any such due diligence investigations which Parent may wish to conduct. Nothing in the foregoing shall require Goldbelt to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or to provide Parent with access to any property where Goldbelt is contractually or legally prohibited from doing so. Any such investigation by Parent and its advisors shall not mitigate, diminish or affect the representations and warranties of the other party contained in this Agreement or any document or certificate given pursuant hereto.