Access by the Purchaser Sample Clauses

Access by the Purchaser. The Vendor will give to the Purchaser and the Purchaser’s solicitors, accountants and other representatives full access, during normal business hours throughout the period between the date of this Agreement and the Effective Time to all of the properties, books, contracts, commitments and records of the Vendor relating to the Vendor’s Business, the Vendor’s Assets and the Vendor’s Liabilities and will furnish to the Purchaser during such period all such information as the Purchaser may reasonably request.
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Access by the Purchaser. During the period from the date of this Agreement to the Closing Date or the prior termination of this Agreement pursuant to Section 6.3, the Purchaser and its employees, representatives and agents shall be given access to all books and records of the Sellers
Sample 1
Access by the Purchaser. (i) Purchaser and its representatives and advisors shall, upon prior written notice to Software International, have reasonable access during normal business hours to Software International’s assets, premises, books and records, key employees and accountants, including the work papers of Software International’s accountants, and Debtor shall furnish Purchaser with such information and copies of such documents as Purchaser may reasonably request. (ii) Debtor and Software International shall use commercially reasonable efforts to provide Purchaser and its representatives and advisors with reasonable access during normal business hours to the CDC Software Companies’ assets, premises, books and records, key employees and accountants and Debtor and Software International shall use commercially reasonable efforts to furnish Purchaser with such information and copies of such documents as Purchaser may reasonably request.
Sample 1
Access by the Purchaser. Prior to the Closing, the Purchaser shall be permitted to continue to conduct an investigation of the prospects, business, assets, Contracts, rights, Liabilities and obligations of the Seller, including environmental, financial, marketing, employee, legal and regulatory matters in order that the Purchaser may more fully familiarize itself with the Business and the Acquired Assets. To effect this investigation, prior to the Closing, the Seller shall provide the Purchaser and its designated representatives, consultants, accountants and counsel reasonable access during normal business hours and upon reasonable notice to the Seller’s Real Property and to the Books and Records and other information relating to the Seller’s assets and liabilities as the Purchaser may reasonably request. Prior to the Closing, the Seller shall cause its personnel and representatives to cooperate fully with any reasonable request of the Purchaser or any of its representatives, accountants and counsel in connection with the Purchaser’s investigation.
Sample 1
Access by the Purchaser. The Purchaser and its representatives and advisers have been provided full and reasonable access during normal business hours to the Seller's (to the extent that the following relate to the Hinckley Hotel) assets, premises, books and records, employees, accountants, consultants attorneys and other representatives involved in the Business including, but not limited to, the work papers and files of :the Accountants relating to the Financials or tax returns of the Seller, and the Seller has furnished the Purchaser with such information and copies of such documents as the Purchaser may reasonably have requested; provided, however, that the information requested will not affect or relieve the Seller from any obligation, representation, covenant or warranty contained in this Agreement, nor affect the Purchaser's ability to rely on such obligations, representations, covenants or warranties. The Seller shall promptly furnish to the Purchaser all financial statements of the Seller that are prepared in the ordinary course of business and relate to the Hinckley Hotel. None of the records relating in any manner to the Hinckley Hotel retained by the Seller will be destroyed by the Seller without prior written notice to the Purchaser, to enable the Purchaser to take possession of or make copies of such records. As used in this Section 6, the right of inspection includes the right to make or extract copies.
Sample 1
Access by the Purchaser. The Purchaser and its representatives and advisors shall, upon prior written notice to the Company, have reasonable access during normal business hours to the Company's assets, premises, books and records, key employees and accountants, including the work papers of the Company's accountants, and the Seller shall furnish the Purchaser with such information and copies of such documents as the Purchaser may reasonably request.
Sample 1

Related to Access by the Purchaser

  • Deliveries by the Purchaser Purchaser hereby agrees to deliver, or cause to be delivered, to Sellers the following items on Closing:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller (a) the Purchase Price by wire transfer in immediately available funds to a bank account in the United States to be designated by the Seller in a written notice to the Purchaser at least five (5) Business Days before the Closing; (b) the certificate contemplated by Section 8.01(a); and (c) such other documents and instruments reasonably requested by the Seller to consummate the transactions contemplated hereby.

  • Deliveries by the Seller At the Closing the Seller shall deliver the following instruments and documents to the Buyer or their designees: (a) the Xxxx of Sale as provided in Section 1.1; (b) copies of resolutions of the Seller's Board of Directors authorizing the execution of this Agreement and the consummation of the transactions and conveyance of Purchased Assets contemplated herein, which resolutions shall have been certified as true, correct and in full force and effect as of the Closing Date by the Secretary of the Seller; (c) Deliver possession to Buyer at the Round Lake, Illinois, location of the Business, all Seller's books, records, documents and other written materials included as part of the Purchased Assets; (d) the opinion of counsel provided for in Section 6.5; (e) an executed counterpart to the Assumption Agreement as provided in Section 2.3; (f) A certificate, dated as of the Closing Date ("Seller Closing Certificate") and executed by an officer of the Seller, certifying that (i) all representations and warranties of the Seller contained in this Agreement were true and accurate as of the date of this Agreement (unless such representations and warranties expressly speak as of a specific date other than the date hereof, and in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer; (ii) all of said representations and warranties are, by the execution and delivery of the Seller Closing Certificate, made again on and as of the Closing Date and are then true and accurate as though then made (unless such representations and warranties expressly speak as to a specific date other than the date thereof and, in any case, without giving effect to any standard, qualification or exception with respect to "materiality"), except as would not have a Material Adverse Effect and except for changes therein specifically permitted or contemplated by this Agreement or expressly consented to in writing by the Buyer); and (iii) the Seller has performed and complied in all material respects with all the covenants, agreements and conditions required by this Agreement to be performed or complied with by the Seller prior to or on the Closing Date; (g) An executed counterpart to the Transition Services Agreement in the form attached hereto as Exhibit F (the "Transition Services Agreement"); and (h) An executed counterpart to the Service and Installation Agreement.

  • Deliveries by the Sellers Simultaneously herewith, the Sellers are delivering or causing to be delivered to the Purchaser the following: (a) A certificate, dated as of the date hereof and signed on behalf of the Company by its Secretary or other authorized officer, as to the Company Resolutions (as defined below); (b) Copies of any and all third party consents obtained in connection with the transactions contemplated by this Agreement; (c) A fully executed copy of the amendment to, or extension of, the Dealer Agreement, dated May 1, 2000, xxxxxxx Xxxxxxxx Xxxxxx Corporation and Sxxxxxx Atlantic Corporation; (d) All stock certificates representing the Purchased Shares and stock powers duly executed by each Seller or other instruments of transfer reasonably requested by the Purchaser evidencing the transfer and assignment of the Purchased Shares to the Purchaser; (e) A copy of a written resignation notice duly executed and delivered to the Company by Mxxxxxx Xxxxxxx relating to his resignation as Chairman, Chief Executive Officer and President of the Company but not from any other position with the Company or any of its Subsidiaries; (f) A copy of the agreement or other instrument terminating that certain Stockholders Agreement, dated December 2, 2013, between the Sellers (the “Sxxxxxx Stockholders Agreement”), duly executed by each Seller; (g) The Stockholders Agreement by and among the Purchaser, Hxxxx X. Xxxxxx and each Seller in substantially the form attached hereto as Exhibit A (the “Purchaser-Sellers Stockholders Agreement”), duly executed by each Seller; and (h) The Non-Competition and Non-Solicitation Agreement by Mxxxxxx Xxxxxxx in favor of the Company and the Purchaser (the “Non-Competition and Non-Solicitation Agreement”) in form and substance reasonably acceptable to each of Mxxxxxx Xxxxxxx, the Company and the Purchaser, duly executed by Mxxxxxx Xxxxxxx and, on behalf of the Company, another authorized officer of the Company.

  • Deliveries by the Buyer At the Closing, the Buyer will deliver, or cause to be delivered, the following to the Seller: (a) The Purchase Price, as adjusted pursuant to the provisions of Section 3.3(a), by wire transfer of immediately available funds in accordance with Seller's instructions or by such other means as are agreed upon by the Seller and the Buyer; (b) The opinion of counsel and officer's certificate contemplated by Section 7.2; (c) The Assignment and Assumption Agreement, duly executed by the Buyer; (d) Copies, certified by the Secretary (or other authorized representative performing similar functions) of the Buyer and the Buyer's Parent, respectively, of resolutions authorizing the execution and delivery of this Agreement and all of the agreements and instruments to be executed and delivered by the Buyer and Buyer's Parent, respectively, in connection herewith, and the consummation of the transactions contemplated hereby; (e) Certificates of the Secretary of the Buyer and the Buyer's Parent, respectively, which shall identify by name and title and bear the signatures of the officers or managers of the Buyer and Buyer's Parent, respectively, authorized to execute and deliver this Agreement and the other agreements contemplated hereby to which the Buyer or the Buyer's Parent is a party; (f) Certificates of Good Standing with respect to the Buyer and Buyer's Parent issued by the Secretary of State of such entity's organization; (g) All such other instruments of assumption as shall, in the reasonable opinion of the Seller and its counsel, be necessary for the Buyer to assume the Assumed Liabilities in accordance with this Agreement; (h) Copies of any and all governmental and other third party consents, waivers or approvals obtained by the Buyer with respect to transfer of the Purchased Assets, or the consummation of the transactions contemplated by this Agreement; (i) Certificates of Insurance relating to the insurance policies required pursuant to Article 10 of the Interconnection Agreement; (j) Such other agreements, documents, instruments and writings as are required to be delivered by the Buyer at or prior to the Closing Date pursuant to this Agreement; and (k) The payment, in a manner specified by the Seller, for any Capital Expenditures, OM Expenditures or related lost margin costs incurred by the Seller pursuant to Section 6.1(c).

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

  • Clean-Up Terminations by the Sellers (a) The Sellers shall have the right to elect to terminate this Agreement in the event that the remaining Serviced Appointments have generated LTM Fee Revenue that is less than 5% of the aggregate fee revenue generated by all Appointments that are Serviced Appointments as of January 1, 2024 in the twelve-month period prior to January 1, 2024. (b) In the event the Sellers elect to terminate this Agreement pursuant to clause (a) above, the Sellers shall, concurrently with such termination, pay to the Purchasers an amount equal to LTM Fee Revenue multiplied by 1.40. (c) For purposes of this Agreement, “LTM Fee Revenue” means the fee revenue (excluding net interest income but including money market fund fees) generated by all remaining Serviced Appointments in the last full twelve-month period prior to the time the Sellers elect to exercise their termination right pursuant to this Section 7.2.2.

  • Partial Terminations by the Purchasers In the event so instructed by the Purchasers in writing after the Closing Date and at the Purchasers’ sole expense, each Seller shall execute documents prepared by the Purchasers and reasonably acceptable to such Seller resigning or appointing a successor Appointed Trustee under any Serviced Appointment for which such Seller acts as Appointed Trustee (other than with respect to any Serviced Appointment that is an Excluded Appointment), and shall reasonably cooperate, at the Purchasers’ sole expense, as instructed by the Purchasers, in finding a qualified successor Appointed Trustee, including executing any documents prepared by the Purchasers in connection with the application to a court of competent jurisdiction to appoint a successor Appointed Trustee.

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