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Access of Purchaser Sample Clauses

Access of Purchaser. (a) During the Interim Period for each Acquired Companies Acquisition, Seller will provide, and will cause the applicable Acquired Companies to provide, Purchaser and its Representatives with reasonable access, upon reasonable prior notice (but in no event less than one (1) Business Day’s prior written notice) and during normal business hours, to such Acquired Companies and the officers and employees of Seller and its Affiliates, and their Representatives who have significant responsibility for one or more such Acquired Companies, but only to the extent that such access does not unreasonably interfere with the business of Seller and its Affiliates or the Business of such Acquired Companies, and that such access is reasonably related to the requesting Party’s obligations and rights hereunder, and subject to compliance with applicable Laws; provided, however, that neither Purchaser, nor any of its Affiliates or Representatives, shall conduct any environmental site assessment or activities or other studies with respect to the Property of such Acquired Companies, the applicable Project Company or its other properties without the prior written consent of Seller in its sole and absolute discretion; and provided, further, that Seller shall have the right to (i) have a Representative present for any communication with employees or officers of Seller or its Affiliates and (ii) impose reasonable restrictions and requirements for safety purposes. Any access or disclosure to Purchaser pursuant to the foregoing shall be subject to such access or disclosure (w) not violating any applicable Laws, (x) not resulting in the waiver of any attorney-client, work product or similar privilege, (y) not being of confidential information concerning the activities of Seller or its Affiliates (other than such Acquired Companies) that is unrelated to such Acquired Companies or the Business of such Acquired Companies or (z) not being of proprietary models of Seller or any of its Affiliates pertaining to energy project evaluation, energy price curves or projections, or other economic predictive models. (b) During the Interim Period for each Acquired Companies Acquisition, in no event shall Purchaser or any of Purchaser’s Affiliates hold any meetings with, or otherwise communicate with, any suppliers, other vendors or customers of any applicable Acquired Company, or any Representatives of any Governmental Authority, regarding the Business of such Acquired Companies or any such Acquired C...
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Access of Purchaser. During the period from the date of this Agreement to the Closing Date, Purchaser shall have full and free access to the offices, property, records, files, books of account and tax returns of Seller insofar as they relate to the Dealership business (save and except employee files), through Seller's employees, independent public accountants and outside consultants; provided however, that such access shall be conducted at a mutually convenient time to be determined by Purchaser and Seller, during normal business hours and in a manner that does not unreasonably interfere with Seller's normal operations and employee relations.
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Access of Purchaser. (a) During the Interim Period, the Sellers shall cause the Companies to provide Purchaser and its Representatives with reasonable access during normal business hours to the officers, management employees, books, records and properties of the Companies, provided that Sellers shall have the right to (i) have a Representative present for any communication with employees or officers of the Companies and (ii) impose reasonable restrictions and requirements for safety or operational purposes; provided, further, that neither Purchaser nor its Representatives shall collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils), without the prior written authorization of Sellers. Notwithstanding the foregoing, Sellers and the Companies shall not be required to provide any information or allow any inspection which they reasonably believe will violate applicable Law or which constitutes or allows access to information protected by attorney/client privilege. Purchaser shall not be permitted to contact any of any Company’s vendors, customers or suppliers, or any Governmental Authorities, during the Interim Period, regarding Sellers, the Companies, or this Agreement, without Sellers’ Representative’s consent; provided, however, this provision shall not prohibit Purchaser from accessing information available from publicly available databases. For the avoidance of doubt, all information provided by Sellers pursuant to this Section 6.01 shall be subject to Section 9.10. (b) Purchaser shall indemnify, defend and hold harmless Sellers and their Representatives from and against all losses incurred by Sellers, their Representatives or any other Person arising out of the access rights under this Section 6.01, including any Claims by any of Purchaser’s Representatives for any injuries or losses while present at the Company Real Property.
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Access of Purchaser. Sellers will provide or cause to be provided to Purchaser and its Representatives reasonable access, upon reasonable prior notice and during normal business hours, to the officers and agents of Sellers and SDC who have any responsibility for SDC, the Purchased Interests or the Facility, and to Sellers' and SDC's accountants, and shall provide Purchaser and its Representatives with access to the Facility and the Books and Records described in Section 5.7 necessary to allow Purchaser to perform its obligations and exercise its rights under this Agreement.
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Related to Access of Purchaser

  • Rights of Purchaser The Capital Securities shall be offered and sold by the Trust directly to the Purchaser without registration of any of the Capital Securities, the Debentures or the Guarantee under the Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws in reliance upon exemptions from the registration requirements of the Securities Act and other applicable securities laws. The Offerors agree that this Agreement shall be incorporated by reference into the Subscription Agreement and the Purchaser shall be entitled to each of the benefits of the Placement Agents and the Purchaser under this Agreement and shall be entitled to enforce obligations of the Offerors under this Agreement as fully as if the Purchaser were a party to this Agreement. The Offerors and the Placement Agents have entered into this Agreement to set forth their understanding as to their relationship and their respective rights, duties and obligations.

  • Lists of Purchasers Concurrently with the delivery of any Reserve Report to the Administrative Agent pursuant to Section 8.12, a list of all Persons purchasing Hydrocarbons from any Loan Party (or, with respect to Oil and Gas Properties that are not operated by a Loan Party, a list of the operators of such properties).

  • Condition of Purchased Assets The Purchased Assets are in good repair and working condition, normal wear and tear excepted, are suited for the uses currently intended, are in conformity with all applicable laws, ordinances, rules and regulations and are in good saleable condition, normal wear and tear excepted.

  • Nature of Purchaser Such Purchaser represents and warrants to, and covenants and agrees with, the Partnership that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment.

  • SUBSTITUTION OF PURCHASER Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

  • Terms of Purchase The closing of the transactions contemplated by Section 10.6 (the "Purchase Closing") shall occur (a) on the Termination Date if this Agreement expires pursuant to the terms of Sections 10.1 and 10.2, or (b) on a date mutually acceptable to the parties hereto that shall be within 180 days after receipt of a Termination Notice. The parties shall enter into an asset purchase agreement containing representations, warranties and conditions customary to a transaction of this size involving the purchase and sale of similar businesses. Subject to the conditions set forth below, at the Purchase Closing, Administrator and/or its Affiliates, as the case may be, shall transfer and assign the Purchase Assets to the Group, and in consideration therefor, the Group shall (a) pay to Administrator, Parent and/or their Affiliates an amount in cash or, at the option of the Group (subject to the conditions set forth below), Parent Common Stock (valued pursuant to Section 10.6(c) hereof), or some combination of cash and Parent Common Stock equal to the Purchase Price and (b) assume the Practice Related Liabilities. The structure of the transaction set forth in this Section 10.7 shall, if possible, be structured as a tax-free transaction under applicable law. Each party shall execute such documents or instruments as are reasonably necessary, in the opinion of each party and its counsel, to effect the foregoing transaction. The Group shall, and shall use its best efforts to cause each shareholder of the Group to, execute such documents or instruments as may be necessary to cause the Group to assume the Practice Related Liabilities and to release Administrator, Parent and/or their Affiliates, as the case may be, from any liability or obligation with respect thereto. In the event the Group desires to pay all or a portion of the Purchase Price in shares of Parent Common Stock, such transaction shall be subject to the satisfaction of each of the following conditions: 43 49 (a) The holders of such shares of Parent Common Stock shall transfer to Administrator, Parent and/or their Affiliates good, valid and marketable title to the shares of Parent Common Stock, free and clear of all adverse claims, security interests, liens, claims, proxies, options, stockholders' agreements and encumbrances (not including any applicable securities restrictions and lock-up arrangements with the Parent or any underwriter); and

  • Closing Deliveries of Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Status of Purchasers Such Purchaser is an “accredited investor” as defined in Regulation D promulgated under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Purchaser is not a broker-dealer.

  • Terms of Purchase and Sale a. For residential customers, the RFG capacity may not exceed twenty (20) kilowatts alternating current, and for non-residential customers, the RFG capacity may not exceed one (1) megawatt alternating current. The total connected capacity of all generators shall not exceed 1.0% of the Cooperative’s Virginia peak-load forecast for the previous year. b. For general purposes, the Customer’s tariff shall be that tariff under which Customer would be served if Customer were not a net energy metering customer (the Customer’s standard tariff). Time-of-use net metering is not permitted under an electricity supply service tariff having no demand charges. c. Over the Billing Period, electricity generated by Customer’s RFG shall be metered and shall be netted against the electricity supplied to Customer by Cooperative. Customer shall receive a Billing Period Credit in any Billing Period in which the quantity of electricity generated and fed back into the electric grid by Customer’s RFG exceeds the electricity supplied to Customer for the Billing Period. d. For any Billing Period in which generation exceeds consumption, producing a Billing Period Credit, the monthly charge shall be based only on the fixed charges of Customer’s standard tariff. Customer must pay only the nonusage sensitive charges for any Billing Period in which a Billing Period Credit exists. If Customer is under a time-of-use tariff with net metering, Excess Generation is determined separately for each time-of-use tier. Customer must pay only the demand charges and the nonusage sensitive charges in any Billing Period when there are credits in all tiers for that Billing Period. e. Billing Period Credits will be carried forward and applied to offset future consumption charges within the Net Metering Period. Billing Period Credits shall be accumulated, carried forward, and applied at the first opportunity to any Billing Periods having positive net consumptions (by tiers, in the case of time-of-use customers). f. Customer shall be solely responsible for complying with any and all other requirements of federal, state, or local law or regulation regarding the operation or maintenance of its RFG. Cooperative shall not be responsible for any additional costs related to ensuring the RFG’s compliance with any legal or regulatory requirements.

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