Purchase Investigation Sample Clauses

Purchase Investigation. (a) From the date of this Agreement until the Closing Date, the Company and the Selling Shareholders shall provide the Purchasers and their representatives, consultants, counsel and accountants (for purposes of this Section 6.1, "Representatives"), upon request, access to the Company's personnel, properties, offices, books and records and promptly provide the Purchasers and their Representatives all available financial and operating data and other information and assistance with respect to the Company's business and properties as may be requested from time to time by the Purchasers and their Representatives ("Purchase Investigation"). Without limiting the foregoing, the Company and the Selling Shareholders shall cooperate with the Purchasers and their Representatives in their review of the business and operations of the Company and permit them to discuss the procedures and review the work papers used by the Company and its accountants in the preparation of its financial statements and filings with Governmental Agencies including filings made with the SEC since the Company's inception. (b) Until the Closing Date, the Company and the Selling Shareholders shall have the continuing obligation to supplement or amend the Schedules referenced in this Agreement with respect to any matter hereafter arising or discovered that, if existing or known on the date of this Agreement, would have been required to be set forth or described in the Schedules. (c) Each party shall promptly notify the other party of, and furnish any information the other party may reasonably request with respect to, the occurrence of any event or condition or the existence to its knowledge of any fact that would cause any of the conditions to the other party's obligation to consummate the transactions contemplated hereby to be unfulfilled.

Purchase Investigation. The Seller recognizes that the Purchaser is a recently formed entity and has no operating history. The Seller has received and is familiar with such information with respect to the Purchaser and its projected performance as the Seller deems necessary for the purpose of acquiring the Preferred Stock and desires no further information from the Purchaser.

Purchase Investigation. Upon execution of this Agreement, Sellers ------------------------ will make available to Buyer and Buyer's representatives, and give them access to inspect, the physical properties and the books, records, clients and employees and all other information of the Sellers pertaining to the operation of the Company. In that regard, the Sellers will provide Buyer with copies of agreements, accounting statements and records, employee benefit plans and other records pertaining to the business of the Company, whether or not material.

Purchase Investigation. 39 (a) Buyer shall have the period from the date hereof until November 7, 1997 (the "General Investigation Period") (which date may be extended until November 15, 1997 if such extension is required by the Buyer and the Buyer has theretofore proceeded with reasonable diligence), within which to complete a general purchase investigation reviewing the financial and operating aspects of the proposed acquisition to satisfy itself as to the viability of the same. Buyer shall also have the period from the date hereof until November 22, 1997 (the "Environmental Investigation Period") (which date may be extended by Buyer until December 23, 1997 to the extent reasonably required to complete the Phase II environmental assessments described below), within which to complete a purchase investigation reviewing the environmental aspects of the proposed acquisition to satisfy itself that it will have no liability as to the same. On or before the expiration of the Environmental Investigation Period, Buyer shall commission and complete, at Buyer's expense, a standard Phase I environmental assessment of all premises leased by the Company, conducted by Gera▇▇▇▇ & Mill▇▇, ▇▇gether with those Phase II environmental assessments of such premises as Buyer deems appropriate (the cost of such Phase II environmental assessments, however, shall be shared equally between the Buyer and the Seller). Such Phase I and Phase II environmental assessments shall be collectively referred to herein as the "Environmental Assessments". Buyer shall provide copies of the Environmental Assessments to Seller as soon as they are available. The General Investigation Period and the Environmental Investigation Period are collectively referred to herein as the "Investigation Periods". During the Investigation Periods, Seller shall provide Buyer and its representatives full access during normal business hours to all of the property, books and records of the Company (including, without limitation, all hazardous, toxic or other waste investigations of all premises owned, leased or used by the Company) and to permit Buyer and its representatives to physically inspect all of the Company's assets and facilities, to conduct the Environmental Assessments, to interview such personnel of the Company as Buyer shall deem appropriate with prior notice of the same to Seller, and to interview customers of the Company with Seller's prior consent. At any time prior to the expiration of the General Investigation Period, Buye...

Purchase Investigation. Purchasers shall not have notified Sellers within 30 days after the date of this Agreement that Purchasers have determined, as a result of information which relates to the Business or the Assets and is received by Purchasers after the date of this Agreement, that (i) the Business has been conducted in a manner which is contrary to Law and that such conduct has, or could reasonably be expected to have, a Material Adverse Effect, (ii) either Seller has engaged in business practices with respect to the Business which are materially incompatible with the business practices of Purchasers and their respective Affiliates and which, if terminated, could, in the reasonable judgment of Purchasers, be expected to have a Material Adverse Effect, (iii) there is any fact or circumstance which (either alone or together with any other facts and circumstances) (x) could reasonably be viewed as resulting in a value of the Business which is materially less than the value of the Business which would have been reasonably calculated by a third person (who is similarly situated to a subsidiary of a Regional ▇▇▇▇ Operating Company which is similar to Purchaser's Parent) on the basis of information which relates to the Business or the Assets and which was known to Purchasers prior to the date hereof or (y) could reasonably be expected to have a material and adverse effect on the integration or operation of the Business by U.S. Purchaser or both Purchasers after the Closing, (iv) as a result of the consummation of the transactions contemplated by this Agreement a Purchaser or any of its Affiliates would or could reasonably be expected to assume or otherwise become subject to any collective bargaining agreement or other similar union agreement or (v) the ownership and operation of the Business after the Closing by Purchasers could, in the reasonable judgment of Purchasers, be expected to violate or conflict with any Law applicable to a Purchaser or any of its Affiliates which violation or conflict cannot be avoided without causing a Material Adverse Effect or a material adverse effect on U.S. Purchaser or both Purchasers or any of their respective Affiliates.

Purchase Investigation. The Purchaser has received and is familiar with such information with respect to AB and its historical and projected performance as the Purchaser deems necessary for the purpose of purchasing the Securities and desires no further information from the Seller.

Purchase Investigation. ▇▇▇▇▇ has received and is familiar with such information with respect to the Maker and the Maker’s historical and projected performance as ▇▇▇▇▇ deems necessary for the purpose of purchasing the participation in the Capital Note and desires no further information which respect thereto. ▇▇▇▇▇ acknowledges that ▇▇▇▇▇ is not relying on any information provided by Thrift Holding in respect thereof.