Common use of ACCESS; FURTHER ASSURANCES Clause in Contracts

ACCESS; FURTHER ASSURANCES. (a) After the execution of this Agreement and continuing until the Closing, Selling Parties shall cause Seller to permit Buyer and its counsel, accountants, engineers and other representatives full access during normal business hours, upon reasonable notice, to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to Seller (including without limitation, the right to conduct any physical count of inventory of Seller or otherwise be present at or participate in any such occurrence at any time prior to the Closing) and will furnish Buyer and its representatives during such period with all such information concerning Seller's affairs and such copies of such documents relating thereto, as Buyer or its representatives may reasonably request. (b) At any time and from time to time after the Closing, at Buyer's request and without further consideration, Selling Parties will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as the Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer and to place Buyer in possession and control of, and to confirm Buyer's title to, the Assets, and to assist Buyer in exercising all rights and enjoying all benefits with respect thereto.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Healthstream Inc), Asset Purchase Agreement (Healthstream Inc)

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ACCESS; FURTHER ASSURANCES. (a) After the execution of this Agreement hereof and continuing until the ClosingClosing or the earlier termination of this Agreement, Selling Parties Seller shall cause Seller to permit Buyer and its counsel, accountants, engineers and other representatives full access during normal business hours, upon reasonable notice, hours to all of the directorsEmployees and the Assets (including, officers, facilities, properties, books, contracts, commitments and records of or relating to Seller (including without limitation, the right to conduct any physical count of inventory of Seller or otherwise be present at or participate in any such occurrence at any time prior to the Closing) ), and will furnish Buyer and its representatives during such period with all such information concerning Seller's affairs the Assets and such copies of such documents relating thereto, thereto as Buyer or its representatives may reasonably request. (b) At any time and from time to time after the Closing, at Buyer's ’s request and without further consideration, Selling Parties Seller will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation or confirmation, and take such action action, including the provision of reasonable transition services, as the Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer and Buyer, to place Buyer in possession and control of, and to confirm Buyer's ’s good title to, the Assets, and to assist Buyer in exercising all rights and enjoying all benefits with respect thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Retirement Corp)

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ACCESS; FURTHER ASSURANCES. (a) After the execution of this Agreement and continuing until the Closing, Selling Parties Seller shall cause Seller to permit Buyer and its counsel, accountants, engineers and other representatives full access during normal business hours, upon reasonable notice, hours to all of the directors, officers, facilities, properties, books, contracts, commitments and records of or relating to Seller the Business (including without limitation, the right to conduct any physical count of inventory of Seller the Business or otherwise be present at or participate in any such occurrence at any time prior to the Closing) and will furnish Buyer and its representatives during such period with all such information concerning Seller's affairs and such copies of such documents relating thereto, as Buyer or its representatives may reasonably request. (b) At any time and from time to time after the Closing, at Buyer's request and without further consideration, Selling Parties Seller will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as the Buyer may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Buyer and to place Buyer in possession and control of, and to confirm Buyer's title to, the AssetsAssets and the Business, and to assist Buyer in exercising all rights and enjoying all benefits with respect thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanmina Corp/De)

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