Common use of Access to Information and Records Before Closing Clause in Contracts

Access to Information and Records Before Closing. The Purchaser may, at its sole cost and expense, prior to the Closing date and solely to the extent necessary to (i) respond to any request for information by the SEC, or (ii) otherwise gather information materially necessary to the Closing of the transactions contemplated hereby which could not be obtained in any other way, make, or cause to be made, such reasonable investigation of the Business, and of the assets, liabilities, operations and properties of the Company and of its financial and legal condition as the Purchaser deems reasonably necessary or advisable to familiarize itself with such matters. The Principal shall permit the Purchaser and its representatives (including legal counsel and independent accountants) upon reasonable notice to Principal to have reasonable access to the properties and relevant books and records of the Company and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Purchaser with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Company and the Business as the Purchaser may from time to time request; provided, however, that Purchaser’s sole remedy for Principal’s or Company’s failure to provide such information under this Section 7.3 shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require Principal or the Company to provide such information in the event it has used reasonable efforts to do so.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Basic Care Networks Inc)

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Access to Information and Records Before Closing. The Purchaser Buyer may, at its sole cost and expense, prior to the Closing date and solely to the extent necessary to (i) respond to any request for information by the SEC, or (ii) otherwise gather information materially necessary to the Closing of the transactions contemplated hereby which could not be obtained in any other way, make, or cause to be made, such reasonable investigation of the Business, and of the assets, liabilities, operations and properties of the Company Seller and of its financial and legal condition as the Purchaser Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Principal Seller shall permit the Purchaser Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Principal Seller to have reasonable access to the properties and relevant books and records of the Company Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Purchaser Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Company Seller and the Business as the Purchaser Buyer may from time to time request; provided, however, that PurchaserBuyer’s sole remedy for Principal’s or CompanySeller’s failure to provide such information under this Section 7.3 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require Principal or the Company Seller to provide such information in the event it has used reasonable efforts to do so.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Basic Care Networks Inc), Asset Purchase Agreement (Basic Care Networks Inc)

Access to Information and Records Before Closing. The Purchaser Buyer may, at its sole cost and expense, prior to the Closing date and solely to the extent necessary to (i) respond to any request for information by the SEC, or (ii) otherwise gather information materially necessary to the Closing of the transactions contemplated hereby which could not be obtained in any other way, make, or cause to be made, such reasonable investigation of the Business, and of the assets, liabilities, operations and properties of the Company Seller and of its financial and legal condition as the Purchaser Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Principal Seller shall permit the Purchaser Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Principal Seller to have reasonable access to the properties and relevant books and records of the Company Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Purchaser Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Company Seller and the Business as the Purchaser Buyer may from time to time request; provided, however, that PurchaserBuyer’s sole remedy for Principal’s or CompanySeller’s failure to provide such information under this Section 7.3 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require Principal or the Company Seller to provide such information in the event it has used reasonable efforts to do so.. 12 e.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Access to Information and Records Before Closing. The Purchaser Buyer may, at its sole cost and expense, prior to the Closing date and solely to the extent necessary to (i) respond to any request for information by the SEC, or (ii) otherwise gather information materially necessary to the Closing of the transactions contemplated hereby which could not be obtained in any other way, make, or cause to be made, such reasonable investigation of the Business, and of the assets, liabilities, operations and properties of the Company Seller and of its financial and legal condition as the Purchaser Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Principal Seller shall permit the Purchaser Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Principal Seller to have reasonable access to the properties and relevant books and records of the Company Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Purchaser Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Company Seller and the Business as the Purchaser Buyer may from time to time request; provided, however, that PurchaserBuyer’s and Parent’s sole remedy for Principal’s or CompanySeller’s failure to provide such information under this Section 7.3 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require Principal or the Company Seller to provide such information in the event it has used reasonable efforts to do so.

Appears in 1 contract

Samples: Asset Purchase Agreement (Basic Care Networks Inc)

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