Common use of ACCESS TO OFFICES AND RECORDS Clause in Contracts

ACCESS TO OFFICES AND RECORDS. The Seller shall cause the Company to afford representatives of the Buyer, from and after the date of execution of this Agreement, full access, during normal business hours and upon reasonable notice, to all offices, books, properties, contracts, documents and records of the Company and to furnish to the Buyer or its representatives all additional information, including financial or operating information with respect to the business and affairs of the Company that the Buyer or its representatives may reasonably request. Seller acknowledges that Buyer is a publicly-traded corporation and that Buyer will be required under the applicable securities laws to make public disclosure of detailed financial data concerning the Company's operations. Prior to the Closing Date, Buyer has Seller's permission to disclose publicly: (i) the amount of the Company's revenues; and (ii) such other information as shall be included in any press release of Buyer which Seller approves in advance of being released; such approval shall not be unreasonably withheld. Provided, however, that any furnishing of such information to the Buyer and any investigation by the Buyer shall not affect the right of the Buyer to rely solely upon the representations and warranties made by the Seller in or pursuant to this Agreement; and provided further, that the Buyer: (i) will hold in strict confidence all documents and information concerning the Company so furnished; and (ii) will promptly return all such documents and all copies to the Company if this Agreement is not closed for any reason.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Earthcare Co), Asset Purchase Agreement (Earthcare Co), Stock Purchase Agreement (Earthcare Co)

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ACCESS TO OFFICES AND RECORDS. The Seller shall cause the Company to ----------------------------- afford representatives of the Buyer, from and after the date of execution of this Agreement, full access, during normal business hours and upon reasonable notice, to all offices, books, properties, contracts, documents and records of the Company and to furnish to the Buyer or its representatives all additional information, including financial or operating information with respect to the business and affairs of the Company that the Buyer or its representatives may reasonably request. Seller acknowledges that Buyer is a publicly-traded corporation and that Buyer will be required under the applicable securities laws to make public disclosure of detailed financial data concerning the Company's operations. Prior to the Closing Date, Buyer has Seller's permission to disclose publicly: (i) the amount of the Company's revenues; and (ii) such other necessary and appropriate information as shall be included in any press release of Buyer which Seller approves in advance of being released; , such approval shall not be unreasonably withheld, provided that no public disclosure shall occur prior to Closing. Provided, however, Provided further that any furnishing of such information to the Buyer and any investigation by the Buyer shall not affect the right of the Buyer to rely solely upon the representations and warranties made by the Seller in or pursuant to this Agreement; and provided further, that the Buyer: (i) will hold in strict confidence all documents and information concerning the Company so furnished; and (ii) will promptly return all such documents and all copies to the Company if this Agreement is not closed for any reason.

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

ACCESS TO OFFICES AND RECORDS. The Seller Sellers shall cause the Company Companies to afford representatives of the Buyer, from and after the date of execution of this Agreement, full access, during normal business hours and upon reasonable notice, to all offices, books, properties, contracts, documents and records of the Company Companies and to furnish to the Buyer or its representatives all additional information, including financial or operating information with respect to the business and affairs of the Company Companies that the Buyer or its representatives may reasonably request. Seller acknowledges Sellers acknowledge that Buyer is a publicly-traded corporation and that Buyer will be required under the applicable securities laws to make public disclosure of detailed financial data concerning the Company's Companies' operations. Prior to the Closing Date, Buyer has Seller's Sellers' permission to disclose publicly: (i) the amount of the Company's Companies' revenues; and (ii) such other information as shall be included in any press release of Buyer which Seller approves Sellers approve in advance of being released; such approval shall not be unreasonably withheld. Provided, however, that any furnishing of such information to the Buyer and any investigation by the Buyer shall not affect the right of the Buyer to rely solely upon the representations and warranties made by the Seller Sellers in or pursuant to this Agreement; and provided further, that the Buyer: (i) will hold in strict confidence all documents and information concerning the Company Companies so furnished; and (ii) will promptly return all such documents and all copies to the Company Companies if this Agreement is not closed or for any no reason.

Appears in 1 contract

Samples: Purchase Agreement (Earthcare Co)

ACCESS TO OFFICES AND RECORDS. The Seller shall cause the Company Corporations to afford representatives of the Buyer, from and after the date of execution of this Agreement, full access, during normal business hours and upon reasonable notice, to all offices, books, properties, contracts, documents and records of the Company Corporations and to furnish to the Buyer or its representatives all additional information, including financial or operating information with respect to the business and affairs of the Company Corporations that the Buyer or its representatives may reasonably request. Seller acknowledges that Buyer is a publicly-traded corporation and that Buyer will be required under the applicable securities laws to make public disclosure of detailed financial data concerning the Company's Corporations' operations. Prior to the Closing Date, Buyer has Seller's permission to disclose publicly: (i) the amount of the Company's Corporations' revenues; and (ii) such other information as shall be included in any press release of Buyer which Seller approves in advance of being released; such approval shall not be unreasonably withheld. Provided, however, that any furnishing of such information to the Buyer and any investigation by the Buyer shall not affect the right of the Buyer to rely solely upon the representations and warranties made by the Seller in or pursuant to this Agreement; and provided further, that the Buyer: (i) will hold in strict confidence all documents and information concerning the Company Corporations so furnished; and (ii) will promptly return all such documents and all copies to the Company Corporations if this Agreement is not closed for any reason. Seller acknowledges and agrees that Buyer's continued access to the business records and information of Seller is essential to completion of the necessary due diligence as a prerequisite to Buyer's agreement to consummate the transaction at the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (World Fuel Services Corp)

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ACCESS TO OFFICES AND RECORDS. The Seller Sellers shall cause the Company Companies to afford representatives of the Buyer, from and after the date of execution of this Agreement, full access, during normal business hours and upon reasonable notice, to all offices, books, properties, contracts, documents and records of the Company Companies and to furnish to the Buyer or its representatives all additional information, including financial or operating information with respect to the business and affairs of the Company Companies that the Buyer or its representatives may reasonably request. Seller acknowledges Sellers acknowledge that Buyer is a publicly-traded 13 corporation and that Buyer will be required under the applicable securities laws to make public disclosure of detailed financial data concerning the Company's Companies' operations. Prior to the Closing Date, Buyer has Seller's Sellers' permission to disclose publicly: (i) the amount of the Company's Companies' revenues; and (ii) such other information as shall be included in any press release of Buyer which Seller approves Sellers approve in advance of being released; such approval shall not be unreasonably withheld. Provided, however, that any furnishing of such information to the Buyer and any investigation by the Buyer shall not affect the right of the Buyer to rely solely upon the representations and warranties made by the Seller Sellers in or pursuant to this Agreement; and provided further, that the Buyer: (i) will hold in strict confidence all documents and information concerning the Company Companies so furnished; and (ii) will promptly return all such documents and all copies to the Company Companies if this Agreement is not closed or for any no reason.

Appears in 1 contract

Samples: Purchase Agreement (Earthcare Co)

ACCESS TO OFFICES AND RECORDS. The Seller shall cause the Company Corporations to ----------------------------- afford representatives of the Buyer, from and after the date of execution of this Agreement, full access, during normal business hours and upon reasonable notice, to all offices, books, properties, contracts, documents and records of the Company Corporations and to furnish to the Buyer or its representatives all additional information, including financial or operating information with respect to the business and affairs of the Company Corporations that the Buyer or its representatives may reasonably request. Seller acknowledges that Buyer is a publicly-traded corporation and that Buyer will be required under the applicable securities laws to make public disclosure of detailed financial data concerning the Company's Corporations' operations. Prior to the Closing Date, Buyer has Seller's permission to disclose publicly: (i) the amount of the Company's Corporations' revenues; and (ii) such other information as shall be included in any press release of Buyer which Seller approves in advance of being released; such approval shall not be unreasonably withheld. Provided, however, that any furnishing of such information to the Buyer and any investigation by the Buyer shall not affect the right of the Buyer to rely solely upon the representations and warranties made by the Seller in or pursuant to this Agreement; and provided further, that the Buyer: (i) will hold in strict confidence all documents and information concerning the Company Corporations so furnished; and (ii) will promptly return all such documents and all copies to the Company Corporations if this Agreement is not closed for any reason. Seller acknowledges and agrees that Buyer's continued access to the business records and information of Seller is essential to completion of the necessary due diligence as a prerequisite to Buyer's agreement to consummate the transaction at the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

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