Common use of Investigation by Purchaser Clause in Contracts

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, such review, examination and investigation of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser Parent (on behalf of itself and Purchaser) to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser and Parent reasonable access during normal business hours to the facilities facilities, assets and the books and records of the Company Mastercraft Group so as to afford Purchaser and Parent a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company Business as Purchaser and Parent may reasonably desire to make, including without limitation asset appraisals relating to inventory, receivables, fixed assets and other assets and a so-called "Phase I" (i.e.I.E., documentary review and walk-through site inspection) preliminary environmental evaluationevaluations; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser and Parent will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Neither Parent nor Purchaser will contact any employee of Seller without the prior written approval of an authorized representative of Seller. Prior to the Closing, Seller will furnish to Parent or Purchaser, or cause to be furnished to Parent or Purchaser, such financial and operating data and other information pertaining to the Company Business as Parent or Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, itself or any Post-Closing Affiliate or the Companyof its Affiliates, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract or agreement to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) subject, or grant access to any of their proprietary or confidential information not related to the Businessinformation.

Investigation by Purchaser. From the date hereof through the Closing Date (the “Due Diligence Period”), Purchaser will have the right to conduct (at its expense), during regular business hours, such due diligence, inspections and investigations as it may reasonably require with respect to the Company, its Subsidiaries and the Business, including, without limitation, claims relating to the Company, its Subsidiaries or their business, the Real Property and all operational, environmental (excluding environmental testing), legal, regulatory and financial matters relating to the Company, its Subsidiaries or their business. During such Due Diligence Period, upon reasonable prior notice during regular business hours, Seller and the Company will permit Purchaser and its representatives to have reasonable access to and to inspect (a) Prior all of the foregoing (subject to the Closing, upon reasonable notice from Purchaser restrictions contained in confidentiality agreements to Seller given in accordance with this Agreement, Seller will, and will cause which the Company toor any of its Subsidiaries is subject and privileged information), afford (b) work history related to employees of the Company and its Subsidiaries, and, (c) in order to discuss the Business and the affairs of the Company and its Subsidiaries, with prior consent of the Company (which shall not be unreasonably withheld), and, if Seller or the Company so desire, with participation or in the presence of representatives of Seller and/or the Company, to the officers, attorneys, accountants or other authorized representatives and employees with knowledge of Purchaser reasonable access during normal the business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to makeand its Subsidiaries, at its sole cost customers and expense, such review, examination and investigation vendors of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" and its Subsidiaries (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings which discussions shall not be deemed by Seller or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause Company to be furnished a violation of any confidentiality agreement with Purchaser). All information obtained by Purchaser hereunder shall be treated as confidential information pursuant to Purchaser, such financial Section 3.9. Seller and operating data and other information pertaining to the Company as Purchaser may reasonably request; providedwill cooperate, howeverand use their respective commercially reasonable efforts to cause such officers and employees to cooperate, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itselfwith such due diligence, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Businessinspections and investigations.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable -------------------------- notice from Purchaser to Seller given in accordance with this AgreementPrestolite, Seller will, and Prestolite will cause the Company to, afford to the employees, officers, attorneys, accountants accountants, environmental consultants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities Facility, assets and the books and records of the Company Business so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, such review, examination and investigation of the Company Business or the Acquired Assets as Purchaser may reasonably desire to makemake in order to (a) confirm the accuracy of Prestolite's representations and warranties contained in Section 2.1 of this ----------- Agreement; (b) verify and confirm the existence, including without limitation a so-called "Phase I" status or extent of the Acquired Assets and Assumed Liabilities; or (i.e., documentary review and walk-through site inspectionc) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld make such due diligence inquiries as it determines in Seller's its sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessarynecessary in connection with such review, examination and investigation. Prior to Purchaser will not contact any employees or customers of Prestolite without the Closingprior approval of an authorized representative of Prestolite. Notwithstanding the foregoing, Seller will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller Prestolite to take actions that would unreasonably disrupt the its normal course of business of itselfbusiness, permit any Post-Closing Affiliate environmental sampling or the Companytesting, violate the terms of any applicable Law or rules of any national stock exchange applicable to it contract or its Affiliates or any Contract agreement to which any of them it is a party or to by which any of them or any of their its assets are subject (to the extent described in reasonable detail in response to any request for information specified above) subject, or grant access to any of their proprietary or confidential information information, provided that Prestolite agrees that it will not related unreasonably withhold its consent to any request by the Purchaser to conduct environmental sampling or testing. Prior to the BusinessClosing, with the prior written consent from Prestolite in each instance (which consent shall not be unreasonably withheld), Purchaser, and its officers, employees, agents and advisors, shall have access to vendors, customers and others having business dealings with Prestolite relating to the Business for purposes of performing Purchaser's due diligence investigation.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, Seller will, and Parent will cause the Company to, Seller to afford to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities facilities, assets and the books and records of the Company Business so as to afford Purchaser a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company Business as Purchaser may reasonably desire to make, including without limitation a provided, however, no so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that evaluation and no borings or other so-called "Phase II" environmental examinations will be performed without SellerParent's prior written consent, consent which consent may be given or withheld in SellerParent's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Purchaser will not contact any employee of Seller or Parent without the prior approval of an authorized representative of Parent. Prior to the Closing, Seller Parent will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company Business as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Parent or Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Companytheir businesses, violate the terms of any applicable Law or rules of any national stock exchange applicable to it contract or its Affiliates or any Contract agreement to which any of them Parent or Seller is a party or to by which any of them Parent or Seller or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) subject, or grant access to any of their proprietary or confidential information information. The covenants set forth in this Section 3.1 will not related to survive the BusinessClosing.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser Parent (on behalf of itself and Purchaser) to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser and Parent reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser and Parent a reasonable opportunity to make, at its their sole cost and expense, such review, examination and investigation of the Company as Purchaser and Parent may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser and Parent will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Parent or Purchaser, or cause to be furnished to Parent or Purchaser, such financial and operating data and other information pertaining to the Company as Parent or Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.

Investigation by Purchaser. (a) Prior to the Closing, upon reasonable notice from Purchaser to Seller given in accordance with this Agreement, Seller will, and will cause the Company to, afford to the officers, attorneys, accountants or other authorized representatives of Purchaser reasonable access during normal business hours to the facilities and the books and records of the Company so as to afford Purchaser a reasonable opportunity to make, at its sole cost and expense, such review, examination and investigation of the Company as Purchaser may reasonably desire to make, including without limitation a so-called "Phase I" (i.e., documentary review and walk-through site inspection) preliminary environmental evaluation; provided, however, that no borings or other so-called "Phase II" environmental examinations will be performed without Seller's prior written consent, which consent may be given or withheld in Seller's sole discretion. Purchaser will be permitted to make extracts from or to make copies of such books and records as may be reasonably necessary. Prior to the Closing, Seller will furnish to Purchaser, or cause to be furnished to Purchaser, such financial and operating data and other information pertaining to the Company as Purchaser may reasonably request; provided, however, that nothing in this Agreement will obligate Seller to take actions that would unreasonably disrupt the normal course of business of itself, any Post-Closing Affiliate or the Company, violate the terms of any applicable Law or rules of any national stock exchange applicable to it or its Affiliates or any Contract to which any of them is a party or to which any of them or any of their assets are subject (to the extent described in reasonable detail in response to any request for information specified above) or grant access to any of their proprietary or confidential information not related to the Business.of