BUYER'S ACCESS TO INFORMATION AND ASSETS Sample Clauses

BUYER'S ACCESS TO INFORMATION AND ASSETS. Buyer and its authorized representatives, at Buyer’s own expense, shall have access to the books, records, employees, counsel, accountants, and other representatives of the Company at all times reasonably requested by Buyer for the purpose of conducting an investigation of the Company's financial condition, corporate status, operations, business, assets and properties.
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
BUYER'S ACCESS TO INFORMATION AND ASSETS. The Seller shall permit Buyer and Buyer's authorized employees, agents, accountants, legal counsel and other representatives to have access to the books, records, employees, counsel, accountants, engineers and other representatives of the Seller at all times reasonably requested by Buyer for the purpose of conducting an investigation of the Business, the Assumed Contracts, and the Assets. The Seller shall make available to Buyer for examination and reproduction all documents and data of every kind and character relating to the Business, the Assets and the Assumed Contracts in possession or control of, or subject to reasonable access by, the Seller, including, without limitation, all files, records, data and information (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto. Also, the Seller shall allow Buyer access to, and the right to inspect, all of the Assets, except to the extent that such Assets are operated by a third-party operator, in which case the Seller shall use its best efforts to cause the operator of such Assets to allow Buyer access to, and the right to inspect, such Assets.
Sample 1
BUYER'S ACCESS TO INFORMATION AND ASSETS. The Company shall permit the Buyer and its authorized employees, agents, accountants, legal counsel and other representatives, at Buyer's own expense, to have access to the books, records, employees, counsel, accountants, and other representatives of the Company at all times reasonably requested by the Buyer for the purpose of conducting an investigation of each of the Company's financial condition, corporate status, operations, business and Properties. The Company shall make available to the Buyer for examination and reproduction, at Buyer's own expense, all documents and data of every kind and character relating to the Company in possession or control of, or subject to reasonable access by, the Stockholder, or the Company, including, without limitation, all files, records, data and information relating to the Company's assets (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto. Also, the Company shall allow the Buyer, at Buyer's own expense, access to, and the right to inspect, the Company's assets, except to the extent that such assets are operated by a third-party operator, in which case the Company shall use its best efforts to cause the operator of such Company Assets to allow the Buyer access to, and the right to inspect, such assets.
Sample 1Sample 2
BUYER'S ACCESS TO INFORMATION AND ASSETS. The Company has permitted the Buyer and its authorized employees, agents, accountants, legal counsel and other representatives, at Buyer's own expense, reasonable access to the books, records, employees, counsel, accountants, and other representatives of the Company when reasonably requested by the Buyer for the purpose of conducting an investigation of each of the Company's financial condition, corporate status, operations, business and Properties. The Company has made available to the Buyer for examination, at Buyer's own expense, certain documents and data relating to the Company in possession or control of, or subject to reasonable access by, the Seller or the Company and relating to the Company Assets (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates-, orders, and amendments thereto. Also, the Company has allowed the Buyer, at Buyer's own expense, access to, and the right to inspect, the Company Assets, except to the extent that such Company Assets are operated by a third-party operator, in which case the Company has used its best efforts to cause the operator of such Company Assets to allow the Buyer access to, and the right to inspect, such Company Assets. The Buyer undertakes to keep confidential all information received pursuant to this Section 5.01. From the date of this Agreement through the Closing:
Sample 1
BUYER'S ACCESS TO INFORMATION AND ASSETS. The Company shall permit Buyer and its authorized employees, agents, accountants, legal counsel and other representatives to have access to the books, records, employees, counsel, accountants, engineers and other representatives of the Company during the Company's normal business hours for the purpose of conducting an investigation of the Company's financial condition, corporate status, operations, prospects, business and Assets. The Company shall make available to Buyer for examination and reproduction all documents and data of every kind and character relating to the Company in possession or control of, or subject to reasonable access by, the Company, including, without limitation, all files, records, data and information relating to the Assets (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto.
Sample 1
BUYER'S ACCESS TO INFORMATION AND ASSETS. The Sellers shall cause the Company to permit each Buyer and its authorized employees, agents, accountants, legal counsel and other representatives to have access to the books, records, employees, counsel, accountants, and other representatives of the Company at all times reasonably requested by Buyers for the purpose of conducting an investigation of each Company's financial condition, corporate status, operations, business and properties. The Sellers shall, and shall cause the Company to, make available to Buyers for examination and reproduction all documents and data of every kind and character relating to the Company in possession or control of, or subject to reasonable access by, the Sellers or the Company, including, without limitation, all files, records, data and information relating to the Company's Assets (whether stored in paper, magnetic or other storage media) and all agreements, instruments, contracts, assignments, certificates, orders, and amendments thereto.
Sample 1

Related to BUYER'S ACCESS TO INFORMATION AND ASSETS

  • Access to Information and Documents Upon Purchaser's request, Seller shall give Purchaser access to Seller's personnel and all its properties, documents and records and shall furnish copies of documents requested by Purchaser. Purchaser shall not improperly disclose the same prior to the Closing.

  • Access to Information and Records During the period prior to the Closing:

  • 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.

  • Access to Information and Services ..28 Section 7.01. Provision of Corporate Records......................................................28 Section 7.02. Access to Information...............................................................28 Section 7.03.

  • Post-Closing Access to Information After the Closing, each Party shall afford the other Party and its counsel, accountants and other representatives, during normal business hours and upon reasonable advance notice, reasonable access to the books, records and other information in such Party’s possession relating directly or indirectly to the assets, liabilities or operations of Performance Packaging with respect to periods prior to the Closing, and the right to make copies and extracts therefrom at its expense, to the extent such access is reasonably required by the requesting Party for any proper business purpose. Without limitation, after the Closing, each Party shall make available to the other Party and its counsel, accountants and other representatives, as reasonably requested, and to any Tax authority that is legally permitted to receive the following pursuant to its subpoena power or its equivalent, all books, records and other information relating to Tax liabilities or potential Tax liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of six years after the Closing Date, neither Party shall, or permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3 without first offering in writing to surrender such books, records and other information to the other Party, which other Party shall have ten days after such offer to agree in writing to take possession thereof. Notwithstanding the provisions of this Section 5.3, while the existence of an adversarial proceeding between the Parties will not abrogate or suspend the provisions of this Section 5.3, as to such records or other information directly pertinent to such dispute, the Parties may not utilize this Section 5.3 but rather, absent agreement, must utilize the rules of discovery.

  • Access to Information; Cooperation LTC and Healthcare and their authorized agents shall be given reasonable access to and may take copies of all information relating to the subjects of this Agreement (to the extent permitted by federal and state confidentiality laws) in the custody of the other Party, including any agent, contractor, subcontractor, agent or any other person or entity under the contract of such Party.

  • Access to Information; Independent Investigation Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, Subscriber has relied solely on Subscriber’s own knowledge and understanding of the Company and its business based upon Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2 and Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

  • Access to Information; Disclaimer (a) Each party (1) has had an opportunity to discuss the business of the Other Parties and their respective Subsidiaries with the management of the Other Parties, (2) has had reasonable access to (i) the books and records of the Other Parties and their respective Subsidiaries and (ii) the documents provided by the Other Parties for purposes of the Transactions, (3) has been afforded the opportunity to ask questions of and receive answers from officers of the Other Parties and (4) has conducted its own independent investigation of the Other Parties and their respective Subsidiaries, their respective businesses and the Transactions, and has not relied on any representation, warranty or other statement by any person on behalf of the Other Parties and their respective Subsidiaries, other than the representations and warranties of each of the Other Parties contained in the applicable section of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof and that all other representations and warranties are specifically disclaimed; provided that, with respect to Constellation OP and RED REIT, the foregoing shall be limited to the extent relating solely to the Contributed Entities. Without limiting the foregoing, except for the representations and warranties set forth in the applicable sections of this Agreement and any closing certificate delivered to such party pursuant to Article VII hereof, as applicable, each party further acknowledges and agrees that none of the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives has made any representation or warranty concerning any estimates, projections, forecasts, business plans or other forward-looking information regarding such Other Parties and their respective Subsidiaries or their respective businesses and operations. Each party hereby acknowledges that there are uncertainties inherent in attempting to develop such estimates, projections, forecasts, business plans and other forward-looking information with which such party is familiar, that such party is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts, business plans and other forward-looking information furnished to it (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, business plans and other forward-looking information), and that such party will have no claim against the Other Parties or any of their respective stockholders, directors, officers, Affiliates, advisors, agents or other Representatives with respect thereto, except in the case of fraud.

  • Confidentiality; Access to Information (a) The parties acknowledge that Company and Parent have previously executed a mutual confidentiality agreement, dated as of March 3, 2000 (the "Confidentiality Agreement"), which Confidentiality Agreement will continue in full force and effect in accordance with its terms.

  • Access to Information Concerning Properties and Records Subject to the inability of the Company to provide Parent and Sub access to confidentiality agreements in standard form relating to potential acquisition or business combination transactions by which the Company or any of its Subsidiaries is bound, during the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 8.1 hereof, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice, afford Parent and Sub and their respective employees, counsel, accountants, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors (other than "non-management" directors), employees, -------------- accountants, properties, books and records of the Company and its Subsidiaries in order that they may have the opportunity to make such investigations as they shall reasonably desire of the affairs of the Company and its Subsidiaries; provided, however, that such investigation shall not affect the representations -------- ------- and warranties made by the Company in this Agreement. The Company shall furnish promptly to Parent and Sub (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the requirements of Federal or state securities laws and (y) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent and Sub may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent and Sub shall from time to time reasonably request.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!