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

Access to Information and Records Before Closing. The 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 Seller and of its financial and legal condition as the Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Seller shall permit the Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Seller to have reasonable access to the properties and relevant books and records of the Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Seller and the Business as the Buyer may from time to time request; provided, however, that Buyer’s sole remedy for Seller’s failure to provide such information under this Section 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require the Seller to provide such information in the event it has used reasonable efforts to do so.

Appears in 2 contracts

Samples: Consulting Agreement (Basic Care Networks Inc), Consulting Agreement (Basic Care Networks Inc)

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Access to Information and Records Before Closing. The Buyer 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 Seller Company and of its financial and legal condition as the Buyer Purchaser deems reasonably necessary or advisable to familiarize itself with such matters. The Seller Principal shall permit the Buyer Purchaser and its representatives (including legal counsel and independent accountants) upon reasonable notice to Seller Principal to have reasonable access to the properties and relevant books and records of the Seller Company and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Buyer Purchaser with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Seller Company and the Business as the Buyer Purchaser may from time to time request; provided, however, that BuyerPurchaser’s sole remedy for SellerPrincipal’s or Company’s failure to provide such information under this Section 8(d) 7.3 shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require Principal or the Seller Company to provide such information in the event it has used reasonable efforts to do so.. Section 7.4

Appears in 1 contract

Samples: Purchase Agreement   Membership Interest Purchase Agreement

Access to Information and Records Before Closing. The 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 Seller and of its financial and legal condition as the Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Seller shall permit the Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Seller to have reasonable access to the properties and relevant books and records of the Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Seller and the Business as the Buyer may from time to time request; provided, however, that Buyer’s sole remedy for Seller’s failure to provide such information under this Section 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require the Seller to provide such information in the event it has used reasonable efforts to do so.. 12 e.

Appears in 1 contract

Samples: Non Competition Agreement

Access to Information and Records Before Closing. The 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 Seller and of its financial and legal condition as the Buyer deems reasonably necessary or advisable to familiarize itself with such matters. The Seller shall permit the Buyer and its representatives (including legal counsel and independent accountants) upon reasonable notice to Seller to have reasonable access to the properties and relevant books and records of the Seller and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Buyer with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Seller and the Business as the Buyer may from time to time request; provided, however, that Buyer’s and Parent’s sole remedy for Seller’s failure to provide such information under this Section 8(d) shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require the Seller to provide such information in the event it has used reasonable efforts to do so.

Appears in 1 contract

Samples: Consulting Agreement (Basic Care Networks Inc)

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Access to Information and Records Before Closing. The Buyer 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 Seller Company and of its financial and legal condition as the Buyer Purchaser deems reasonably necessary or advisable to familiarize itself with such matters. The Seller Principal shall permit the Buyer Purchaser and its representatives (including legal counsel and independent accountants) upon reasonable notice to Seller Principal to have reasonable access to the properties and relevant books and records of the Seller Company and of the Business at reasonable business hours, and will use reasonable efforts cause its employees to furnish the Buyer Purchaser with such financial and operating data and other information and copies of documents with respect to the services, operations and properties of the Seller Company and the Business as the Buyer Purchaser may from time to time request; provided, however, that BuyerPurchaser’s sole remedy for SellerPrincipal’s or Company’s failure to provide such information under this Section 8(d) 7.3 shall be to terminate the transactions contemplated under this Agreement. Nothing contained herein shall require Principal or the Seller Company to provide such information in the event it has used reasonable efforts to do so.

Appears in 1 contract

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

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