AUDIT BY RII SUB AND PARENT Sample Clauses

AUDIT BY RII SUB AND PARENT. For a period of five years after the Closing, Seller and the Owners shall give Parent and RII Sub's independent certified public accountants full access to the financial books and records and shall fully cooperate with such accountants in conducting and completing any audits necessary to enable the Parent to meet the disclosure and financial reporting requirements of the 1934 Act and the rules and regulations promulgated thereunder.
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AUDIT BY RII SUB AND PARENT. For a period of five years after the Closing, Peanut City and the Shareholders shall give Parent and RII Sub's independent certified public accountants full access to the financial books and records and shall fully cooperate with such accountants in conducting and completing any audits necessary to enable the Parent to meet the disclosure and financial reporting requirements of the 1934 Act and the rules and regulations promulgated thereunder.
Sample 1

Related to AUDIT BY RII SUB AND PARENT

  • Merger Sub Compliance Parent shall cause Merger Sub to comply with all of Merger Sub’s obligations under or relating to this Agreement. Merger Sub shall not engage in any business which is not in connection with the merger of Merger Sub with and into the Company pursuant to this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • Reliance by Parent and Merger Sub Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement.

  • Organization of Parent and Merger Sub (a) Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority, and all requisite qualifications to do business as a foreign corporation, to conduct its business in the manner in which its business is currently being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority or qualifications would not, individually or in the aggregate, have a Material Adverse Effect on Parent.

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub hereby represent and warrant to Seller as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS Except as set forth in the Parent Disclosure Letter, Parent and each Merger Sub represent and warrant to the Company:

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Conditions to Obligations of Parent and Merger Sub to Effect the Merger The obligations of Parent and Merger Sub to effect the Merger are further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions:

  • Covenants of Parent and Merger Sub Parent and Merger Sub covenant and agree with Company as follows:

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