Common use of Investigation by Purchasers Clause in Contracts

Investigation by Purchasers. Promptly following the date hereof up and until the Closing Date, Sellers will, and will cause the GmbH Subsidiary to, (a) provide Purchasers and their officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (collectively, "REPRESENTATIVES") with full access, upon reasonable prior notice and during normal business hours (provided such access does not unreasonably interfere with the Business operations), to the Assets, the Employees and such other officers, employees and agents of Sellers and the GmbH Subsidiary who have any responsibility for the conduct of the Business, and use commercially reasonable efforts to make their accountants so available, (b) furnish Purchasers and their Representatives with all such information and data (including without limitation copies of Business Contracts, Benefit Plans and other Business Books and Records then within Sellers' control and business contracts, benefit plans and other Books and Records then within the control of the GmbH Subsidiary) concerning the Business, the Assets and the Assumed Liabilities as Purchasers or any of such other Persons reasonably may request in connection with such investigation, and (c) furnish Purchasers and their Representatives with all applicable portions of accounting records, employment records, contracts, and other Books and Records, all to the extent that they relate solely to the Employees and such information is then within Sellers' control.

Investigation by Purchasers. Promptly following the date hereof up and until the Closing Date, Sellers will, and will cause the GmbH Subsidiary to, (a) provide Purchasers and their officers, directors, employees, agents, counsel, accountants, financial advisors, consultants and other representatives (collectively, "REPRESENTATIVESRepresentatives") with full access, upon reasonable prior notice and during normal business hours (provided such access does not unreasonably interfere with the Business operations), to the Assets, the Employees and such other officers, employees and agents of Sellers and the GmbH Subsidiary who have any responsibility for the conduct of the Business, and use commercially reasonable efforts to make their accountants so available, (b) furnish Purchasers and their Representatives with all such information and data (including without limitation copies of Business Contracts, Benefit Plans and other Business Books and Records then within Sellers' control and business contracts, benefit plans and other Books and Records then within the control of the GmbH Subsidiary) concerning the Business, the Assets and the Assumed Liabilities as Purchasers or any of such other Persons reasonably may request in connection with such investigation, and (c) furnish Purchasers and their Representatives with all applicable portions of accounting records, employment records, contracts, and other Books and Records, all to the extent that they relate solely to the Employees and such information is then within Sellers' control.. back to top