Common use of Access to Records After the Closing Clause in Contracts

Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit each Seller and its representatives (at such Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Contracts in the possession of Buyer and not already in the possession of or available to such Seller in the event that such Seller or an Affiliate of such Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that such Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder. (b) Each Seller agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit Buyer and its representatives (at Buyer’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any Contract Files in the possession of such Seller and not already in the possession of or available to Buyer in the event that such Buyer or an Affiliate of Buyer is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that Buyer may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Barings Private Credit Corp), Purchase and Sale Agreement (TriplePoint Global Venture Credit, LLC), Purchase and Sale Agreement (TriplePoint Venture Growth BDC Corp.)

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Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date Date, it will permit each Seller and its representatives (at such Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Contracts Assets in the possession of Buyer and not already in the possession of or available to such Seller in the event that such Seller or an Affiliate of such Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that such Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder. (b) Each Seller agrees that, subject to applicable Requirements of Law, on and after the Closing Date Date, it will permit Buyer and its representatives (at Buyer’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of BuyerSeller, to have access to and to examine and take copies of any Contract Files materials relating to the Purchased Assets in the possession of such Seller and not already in the possession of or available to Buyer in the event that such Buyer or an Affiliate of Buyer is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that Buyer may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder.

Appears in 3 contracts

Samples: Purchase Agreement (Alcentra Capital Corp), Purchase Agreement (Alcentra Capital Corp), Purchase Agreement (Alcentra Capital Corp)

Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit each Seller and its representatives (at such Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Transferred Contracts in the possession of Buyer and not already in the possession of or available to such Seller in the event that such Seller or an Affiliate of such Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Transferred Assets or to the extent that such Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Transferred Asset or its transfer hereunder. (b) Each Seller agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit Buyer and its representatives (at Buyer’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any Contract Files in the possession of such Seller and not already in the possession of or available to Buyer in the event that such Buyer or an Affiliate of Buyer is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Transferred Assets or to the extent that Buyer may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Transferred Asset or its transfer hereunder.

Appears in 1 contract

Samples: Transfer Agreement (PIMCO Capital Solutions BDC Corp.)

Access to Records After the Closing. (a) Each Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit each Seller Sellers and its their representatives (at such Seller’s Sellers’ sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of BuyerBuyers, to have access to and to examine and take copies of any materials relating to the Purchased Contracts Subordinated Notes in the possession of Buyer Buyers and not already in the possession of or available to such Seller Sellers in the event that such Seller Sellers or an Affiliate of such Seller Sellers is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets Subordinated Notes or to the extent that such Seller Sellers may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset Subordinated Notes or its transfer hereunder. (b) Each Seller agrees Sellers agree that, subject to applicable Requirements of Law, on and after the Closing Date it will permit Buyer Buyers and its representatives (at Buyer’s Buyers’ sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of BuyerBuyers, to have access to and to examine and take copies of any Contract Files in the possession of such Seller Sellers and not already in the possession of or available to Buyer Buyers in the event that such Buyer Buyers or an Affiliate of Buyer Buyers is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets Subordinated Notes or to the extent that Buyer Buyers may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset Subordinated Notes or its transfer hereunder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (JMP Group LLC)

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Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit each Seller and its representatives (at such Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Transferred Contracts in the possession of Buyer and not already in the possession of or available to such Seller in the event that such Seller or an Affiliate of such Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Transferred Assets or to the extent that such Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Transferred Asset or its transfer hereunder. (b) Each Seller agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit Buyer and its representatives (at Buyer’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any Contract Files in the possession of such Seller and not already in the possession of or available to Buyer in the event that such Buyer or an Affiliate of Buyer is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Transferred Assets or to the extent that Buyer may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Transferred Asset or its transfer hereunder.

Appears in 1 contract

Samples: Transfer Agreement (PIMCO Capital Solutions BDC Corp.)

Access to Records After the Closing. (a) Buyer agrees that, subject to applicable Requirements of Law, on and after the Closing Date it will permit each Seller and its representatives (at such Seller’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any materials relating to the Purchased Contracts Loans in the possession of Buyer and not already in the possession of or available to such Seller in the event that such Seller or an Affiliate of such Seller is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that such Seller may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder. (b) Each Seller agrees Sellers agree that, subject to applicable Requirements of Law, on and after the Closing Date it will permit Buyer and its representatives (at Buyer’s sole cost and expense), during normal business hours and on reasonable prior notice and without unreasonably interfering with the business of Buyer, to have access to and to examine and take copies of any Contract Loan Files in the possession of such Seller Sellers and not already in the possession of or available to Buyer in the event that such Buyer or an Affiliate of Buyer is named as party in, or is threatened with, any litigation or similar proceeding in connection with any Purchased Assets or to the extent that Buyer may require such access in connection with any Tax, regulatory, accounting, corporate or similar matter relating to any Purchased Asset or its transfer hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Stellus Capital Investment Corp)

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