Buyer and Buyer s customers may enter Seller’s facility, including Seller’s subcontractors’ facilities, at reasonable times, including during the period of manufacture and prior to and after delivery, to inspect such facility and the Equipment and/or the parts therefor. Seller shall furnish, and require its subcontractors to furnish, without additional charge to Buyer, reasonable facilities and assistance for the safe and convenient performance of such inspections.
Buyer and Buyer s customers may inspect the Products at any reasonable time and at any reasonable place, including Seller's location. Any inspection is provisional only and does not constitute final acceptance. All Products are subject to final inspection and testing by Buyer after receipt.
Buyer and Buyer. Sub acknowledge and agree that they have relied solely upon their own independent investigation and counsel before deciding to enter into this Agreement and the Merger and that none of Seller, Seller Sub, Seller’s Financial Advisor, attorneys or representatives, or any other person has made or is making any express or implied representation or warranty other than those contained in Article Three and the Seller Disclosure Schedule.
Buyer and Buyer s third-party lenders shall have executed and delivered the Intercreditor Agreement;
Buyer and Buyer s Nominee agrees that it is purchasing the Aircraft “AS IS, WHERE IS AND WITH ALL FAULTS” and subject to the terms and conditions of the Sale Agreement. Unless otherwise defined herein, capitalised terms used in this acceptance certificate have the same meaning as those used in the Sale Agreement.
Buyer and Buyer s customer shall at any time up to a maximum of six (6) years after the completion, termination or final payment under the Contract (whichever is the latest), have the right to carry out audits of all records and related documents, procedures and controls of the Contract insofar as they relate to non-fixed or non-lump sum elements of the Contract. Buyer and Buyer’s customer shall have no right of audit of Supplier’s costs covered by fixed rates or those costs expressed as a percentage of other costs. Supplier shall maintain its books and records insofar as they relate to the non-fixed or non-lump sum elements of the Contract in accordance with generally accepted accounting principles and practices and shall preserve these books and records and all documents related thereto for a period of six (6) years following the completion, termination or final payment under the Contract (whichever is the latest). Buyer and Buyer’s customer shall have the right to reproduce any of the aforesaid records and documents. Supplier shall ensure that the provisions of this Clause 5.2 are included in any contracts with sub-contractors/vendors etc. so that Buyer and Buyer’s customer have the same rights to carry out inspection/audits of any subcontract as it has in respect of the Contract.
Buyer and Buyer. Sub shall offer to each Commitment Party (as defined in the Existing Commitment Documents) under the Existing Commitment Documents the opportunity to participate (including for such Commitment Party to act in the same role as under the Existing Commitment Documents and with allocations and economics that are no less than the allocations and economics for such Commitment Party in the Existing Commitment Documents (or such other role, allocations and economics as are mutually agreed between Buyer and such Commitment Party)) in the Debt Financing.
Buyer and Buyer. Sub shall, and shall cause each of their Representatives and Affiliates (which shall, with respect to the Equity Financing, include the Guarantors for purposes of this Section 6.8(a) and Section 6.8(b)) to, use reasonable best efforts to do all things necessary or advisable to obtain the Financing as promptly as reasonably practicable after the date hereof and, in any event, not later than the date the Closing is required to be effected in accordance with Section 1.3, on the same terms and conditions (including market flex) contained in the Financing Commitments (or on such other terms so long as such other terms would not (A) delay or prevent the Closing, (B) impose new or additional conditions or otherwise amend, modify or expand the conditions from those set forth in the Debt Commitment Letter, in each case, in a manner adverse to Buyer or Buyer Sub, (C) reduce the committed amount below the amount 107 necessary to fund the Required Amount, (D) adversely impact or delay in any respect the likelihood of the funding of the Financing required to fund the Required Amount (or satisfaction of the conditions to obtaining the Financing required to fund the Required Amount) or (E) adversely impact the ability of Buyer to enforce its rights against the other parties to the Financing Commitments or the Financing Agreements (as defined below)) or, in the case of the Debt Financing, the definitive agreements with respect thereto (such definitive agreements in respect of the Debt Financing, the “Financing Agreements”), including using reasonable best efforts to (i) comply with and maintain in full force and effect the Financing Commitments in accordance with the terms thereof and negotiate and execute the Financing Agreements on the terms and conditions (including market flex) contained in the Financing Commitments (or on such other terms so long as such other terms would not have any result, event or consequence described in clauses (A) through (E) above) and, upon the reasonable request of Merger Partner or Remainco, deliver to Merger Partner and Remainco, as applicable, drafts of such Financing Agreements; (ii) satisfy or cause the satisfaction of all conditions in the Financing Commitments and the Financing Agreements that are within its control or, if necessary or deemed advisable by Buyer, seek the waiver of conditions applicable to Buyer and its Affiliates, as applicable, contained in the Financing Commitments and the Financing Agreements; (iii) in the event o...
Buyer and Buyer s senior lender shall be satisfied with the terms and conditions of the Restated Mortgage Note, Mortgage Modification and Extension Agreement and all other bridge financing documents.
Buyer and Buyer s agents shall have the right of entry into the Property during the Term of the Contract to perform tests and inspections of the Property as are deemed reasonable to Buyer, but shall keep the Property in a lien free condition and hold the Seller harmless from any claims that may result from Buyer's or Buyer's agent's actions in this regard. Unless extended as provided herein, Escrow shall close, the Purchase Price shall be tendered, and title to the Property shall be transferred not later than thirty (30) days after the Contingency Period, and closing shall be subject to the
