Access to Seller Information Sample Clauses

Access to Seller Information. The Seller hereby acknowledges that it has had access to all material and relevant information concerning the Seller, and its management, financial condition, capitalization, market information, properties and prospects, necessary to enable it to make an informed investment decision with respect to an investment in the Shares, including but not limited to, the Seller's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, which was filed with the SEC on or about April 17, 2003 (the " Form 10-KSB") and the Seller's Quarterly Report on Form 10-QSB for the three months ended March 31, 2003, which was filed with the SEC on May 16, 2003 (the "Form 10-QSB"). The Purchaser has carefully read and reviewed, and is familiar with and understands the contents of, the Form 10-KSB and Form 10-QSB, including, without limitation, the "Risk Factors" set forth in the Form 10-KSB. The Purchaser acknowledges that it has had the opportunity to ask questions of and receive answers from, and to obtain additional information from, representatives of the Seller concerning the present and proposed business and financial condition of the Seller, and has had all such questions answered to its satisfaction and has been supplied with all information requested.
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Access to Seller Information. 15.1 Each Seller acknowledges that the Buyer may need access, from time to time, after Completion to certain accounting and tax records and information held by the Sellers (or any of their connected persons) or which the Sellers (or any of their connected persons) have a right to obtain if and to the extent such records and information are relevant to any Group Company or their respective businesses and relate to events occurring at or prior to Completion (the “Seller Information”), and agrees that, it shall and shall procure that each of their relevant connected persons shall: (a) properly retain and maintain such Seller Information until the seventh anniversary of the Completion Date or such earlier date as the Buyer or a member of the Buyer’s Group agrees in writing that such retention and maintenance is no longer necessary; and (b) subject to reasonable prior notice allow the Buyer and its officers, employees, agents, auditors and representatives to inspect, review and make copies of such Seller Information as the Buyer may deem necessary or appropriate from time to time, during normal business hours and at the expense of the Buyer.
Sample 1
Access to Seller Information. At reasonable times prior to the Closing, Seller will afford the officers and authorized representatives of Buyer access upon reasonable notice to all of the Seller's properties, books and records that may relate to or concern the Rights and Assets and will furnish such parties with such additional financial, operating and other information as to the business and properties as such parties may from time to time reasonably request. Such parties shall also be allowed access, upon reasonable notice, to consult with the officers, employees, accountants, counsel and agents of the other in connection with such investigation of the properties and business of the Seller. No such investigation shall diminish or otherwise affect any of the representations, warranties, covenants or agreements of any party under this Agreement. At all times following the Closing, the parties will afford the officers and authorized representatives of each party access upon reasonable notice to each party's books and records that may relate to the Rights and Assets as such parties may from time to time reasonably request. Notwithstanding the foregoing, Seller's access afforded under the prior sentence shall be limited to the books and records delivered to Buyer pursuant to this Agreement.
Sample 1
Access to Seller Information. (a) Seller shall, from the date hereof through the Closing Date, provide to Buyer and its representatives reasonable access, in the presence of Seller's or AOL's officers or their designees, to all premises, properties, officers, directors, consultants, contractors, books, records (including, without limitation, tax returns, tax records and correspondence with accountants), contracts and documents pertaining to Seller as Buyer deems reasonably necessary (the "Due Diligence"), and Buyer and its representatives shall have the right to copy such books, records, contracts and documents at Buyer's expense. Seller shall cooperate fully with Buyer and its representatives in permitting reasonable access to Seller to conduct the Due Diligence. Such access shall be during normal business hours and in such manner as will not disrupt the normal operations of the Business, after the giving of reasonable advance notice to Seller. Seller will furnish to Buyer and its representatives such financial and operating data and other information with respect to the businesses and assets of Seller as Buyer may reasonably request, including, without limitation, financial statements, books and records and agreements with clients, customers, vendors, lessors, licensors and suppliers of Seller. (b) Buyer hereby agrees that to the extent that any representation or warranty of Seller made herein is, to the Knowledge of Buyer acquired prior to Closing, untrue or incorrect, Buyer's sole recourse against Seller as a result thereof shall be to terminate this Agreement by written notice to Seller (except in the event that such untruth or inaccuracy was made knowingly by Seller), and provided that this provision shall in no way modify Buyer's rights pursuant to SECTION 7.1 hereof or limit Buyer's rights with respect to any representation or warranty which Buyer first discovers is untrue or incorrect following Closing. Buyer agrees that to the extent that any representation or warranty of Seller made herein is, to the Knowledge of Buyer acquired prior to Closing, untrue or incorrect, Buyer shall inform Seller of such untruth or inaccuracy within a reasonable time after Buyer obtains Knowledge of such untruth or inaccuracy, provided Seller shall have no recourse against Buyer as a result of Buyer's failure to notify Seller of such untruth or inaccuracy (unless such failure is a result of Buyer's gross negligence or willful misconduct) and provided further that such failure to notify Seller sha...
Sample 1
Access to Seller Information. At all times prior to the Closing, Seller will afford the officers and authorized representatives of Buyer access upon reasonable notice to all of the Seller's properties, books and records that may relate to or concern the Rights and Assets and will furnish such parties with such additional financial, operating and other information as to the business and properties as such parties may from time to time reasonably request. Such parties shall also be allowed access, upon reasonable notice, to consult with the officers, employees, accountants, counsel and agents of the other in connection with such investigation of the properties -8- 9 and business of the Seller. No such investigation shall diminish or otherwise affect any of the representations, warranties, covenants or agreements of any party under this Agreement. At all times following the Closing, Seller will afford the officers and authorized representatives of Buyer access upon reasonable notice to all of Seller's books and records that may relate to the Rights and Assets as such parties may from time to time reasonably request.
Sample 1
Access to Seller Information. At all times prior to the Closing, the Sellers and the Owners will afford the officers and authorized representatives of Buyer and RCG access upon reasonable notice to all of the Sellers' properties, books and records that may relate to or concern the Business and will furnish such parties with such additional financial, operating and other information as to the business and properties of the Sellers as such parties may from time to time reasonably request. Such parties shall also be allowed access, upon reasonable notice, to consult with the officers, employees, accountants, counsel and agents of the Sellers in connection with such investigation of the properties and business of the Sellers. In addition, at all times prior to the Closing, Buyer and RCG will afford to the Sellers and the Owners, and their representatives, access, upon reasonable notice, to all of Buyer's and RCG's and its affiliate's properties, books and records as the Sellers and the Owners may reasonably request. No such investigation shall diminish or otherwise affect any of the representations, warranties, covenants or agreements of any party under this Agreement. At all times following the Closing, the Sellers and the Owners will afford the officers and authorized representatives of Buyer and RCG access upon reasonable notice to all of the Sellers' books and records that are retained by Sellers as part of the Retained Assets as such parties may from time to time reasonably request.
Sample 1
Access to Seller Information. From and after the date of this Agreement and through the Closing Date, Seller shall afford to the officers and representatives of Purchaser reasonable access to Seller’s premises (during normal business hours and on reasonable notice), business and books and records and will assist Purchaser in the conduct of Purchaser’s due diligence, including by providing copies of all financial information, agreements and materials reasonably requested for a full understanding of Seller’s financial condition, assets, liabilities and
Sample 1
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Access to Seller Information. 12.1 The Seller acknowledges that the Buyer may need access, from time to time, after Completion to certain accounting and tax records and information held by the Seller (or another member of the Seller’s Group) or which the Seller (or another member of the Seller’s Group) has a right to obtain to the extent such records and information are relevant to the Company or the Business and relate to events occurring at or prior to Completion (the “Seller Information”), and agrees that it shall and shall procure that each relevant member of the Seller’s Group shall: (a) properly retain and maintain such Seller Information until the thirtieth month after the Completion Date or such earlier date as the Buyer or a member of the Buyer’s Group agrees in writing that such retention and maintenance is no longer necessary; and (b) subject to reasonable prior notice allow the Buyer and its officers, employees, agents, auditors and representatives to inspect, review and make copies of such Seller Information as the Buyer may deem necessary or appropriate from time to time, during normal business hours and at the expense of the Buyer.
Sample 1
Access to Seller Information. So long as any Series 2010-VFN Note remains outstanding, the Seller will, at any time from time to time during regular business hours with reasonable notice to the Seller, permit the Purchasers, the Managing Agents or the Administrative Agent, or their agents or representatives to: (a) examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller relating to the Dealer Notes, and (b) visit the offices and property of the Seller for the purpose of examining such materials described in clause (a) above. Except as provided in Section 11.05, any information obtained by the Purchasers, the Managing Agents or the Administrative Agent pursuant to this Section 7.02 shall be held in confidence by each of the Purchasers, the Managing Agents and the Administrative Agent unless and to the extent such information (i) has become available to the public, (ii) is required or requested by any Governmental Authority or in any court proceeding or (iii) is required by any Governmental Rule. In the case of any disclosure permitted by clause (ii) or (iii), each of the Purchasers, the Managing Agents and the Administrative Agent shall use commercially reasonable efforts to (x) provide the Seller with advance notice of any such disclosure and (y) cooperate with the Seller in limiting the extent or effect of any such disclosure.
Sample 1

Related to Access to Seller Information

  • Seller Information The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish, and such seller shall furnish, to the Company such information regarding the distribution of such securities as the Company may from time to time reasonably request in writing.

  • Buyer Information True and complete copies of all documents listed in the Buyer Disclosure Schedule have been made available or provided to Seller. The books of account, stock record books and other financial and corporate records of Buyer and the Buyer Subsidiaries, all of which have been made available to Seller, are complete and correct in all material respects.

  • Purchaser Information Each Purchaser covenants that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding such Purchaser or such Purchaser's "Plan of Distribution."

  • Access to Company Information (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

  • User Information Any user or usage data or information collected via Station’s digital properties or related to Station’s digital properties, or any information collected from websites operated by Station’s affiliates under this Agreement, shall be the property of Station and/or such affiliates. Advertiser shall have no rights in such information by virtue of this Agreement.

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • Member Information a. ODM, or its designee, will provide membership notices, informational materials, and instructional materials to members and eligible individuals in a manner and format that may be easily understood. At least annually, ODM or its designee will provide current MCP members with an open enrollment notice which describes the managed care program and includes information on the MCP options in the service area and other information regarding the managed care program as specified in 42 CFR 438.10. b. ODM will notify members or ask the MCP to notify members about significant changes affecting contractual requirements, member services or access to providers. c. If the MCP elects not to provide, reimburse, or cover a counseling service or referral service due to an objection to the service on moral or religious grounds, ODM will provide coverage and reimbursement for these services for the MCP’s members. d. As applicable, ODM will provide information to MCP members on what services the MCP will not cover and how and where the MCP’s members may obtain these services.

  • Access to Information and Records During the period commencing thirty (30) days prior to the Closing Date, the Seller shall give Buyer, its counsel, accountants and other representatives (i) access during normal business hours to all of the properties, books, records, contracts and documents of the Seller for the purpose of such inspection, investigation and testing as Buyer deems appropriate (and the Seller shall furnish or cause to be furnished to Buyer and its representatives all information with respect to the business and affairs of the Seller as Buyer may request); (ii) access to employees, agents and representatives for the purposes of such meetings and communications as Buyer reasonably desires; and (iii) access to vendors, customers, manufacturers of its machinery and equipment, and others having business dealings with the Seller. Through the Closing Date, the Buyer and its Affiliates shall not disclose any Proprietary Information obtained pursuant to this paragraph to any third parties and until the Closing Date will not use any such Proprietary Information in the Buyer's business or any affiliated business without the prior written consent of the Seller and then only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of the Seller. The Buyer shall not contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this provision. The Buyer shall take all steps reasonably necessary or appropriate to maintain the strict confidentiality of the Proprietary Information through the Closing Date.

  • Access to Information Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

  • Patient Information Each Party agrees to abide by all laws, rules, regulations, and orders of all applicable supranational, national, federal, state, provincial, and local governmental entities concerning the confidentiality or protection of patient identifiable information and/or patients’ protected health information, as defined by any other applicable legislation in the course of their performance under this Agreement.

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