Certain Notices; Financial Information Sample Clauses

Certain Notices; Financial Information. 7.12.1 From the date hereof until the earlier of Closing or the termination of this Agreement in accordance with its terms, Sellers and the Company, on the one hand, and Buyers, on the other hand, shall notify the other Party, as applicable, of (i) any written communication from any Governmental Authority to the Company or any of the Company Subsidiaries in connection with the Transactions, (ii) any written notice received by the Company or any Company Subsidiary from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, (iii) any material Action commenced against the Company or any of the Company Subsidiaries relating to or involving or otherwise affecting the Business, (iv) the commencement of any Action that relates to the consummation of the Transactions, or (v) the breach of any representation, warranty or covenant of such Party in this Agreement that would reasonably be expected to cause any of the conditions to Closing set forth in Section 8 not to be satisfied. No information or knowledge obtained by any Party in any notification pursuant to this Section 7.12 shall (i) affect or be deemed to affect or modify any representation or warranty contained herein, the covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement or have any effect on the determination of the satisfaction of the conditions to Closing set forth in Section 8 or otherwise prejudice in any way the rights and remedies of Buyers hereunder, including pursuant to Section 10, (ii) be deemed to affect or modify Buyers’ reliance on the representations, warranties, covenants and agreements made by Sellers in this Agreement, or (iii) be deemed to amend or supplement the Company Schedules or prevent or cure any misrepresentation, breach of warranty or breach of covenant by Sellers.
Sample 1
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Related to Certain Notices; Financial Information

  • Financial Information, Reports, Notices, etc The Borrower will furnish, or will cause to be furnished, to each Lender and the Agent copies of the following financial statements, reports, notices and information:

  • Certain Financial Information Within twenty-five (25) Business Days after the end of each month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Parent unaudited consolidated financial information for such month and management commentary on the business performance during such month.

  • FINANCIAL INFORMATION AND NOTICES Until all the Obligations have been finally and indefeasibly paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 12.9 hereof, the Borrower will furnish or cause to be furnished to the Administrative Agent and each Lender at its address set forth in Schedule 1, or such other office as may be designated by the Agent or the applicable Lender from time to time:

  • Books and Records Financial Information Notices 5.1 BOOKS AND RECORDS Borrower shall maintain, at all times, books, records and accounts which are complete, correct and timely in all material respects so as to permit the preparation of financial statements in accordance in all material respects with GAAP applied consistently.

  • 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.

  • Other Financial Information Budgets, sales projections, operating plans and other financial information reasonably requested by Bank.

  • Financial Information, etc The Administrative Agent shall have received:

  • Provision of Financial Information Whether or not the Company is subject to Section 13 or 15(d) of the Exchange Act, the Company shall, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13 or 15(d) if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. The Company shall also in any event (x) within 15 days of each Required Filing Date (i) if the Company is not then subject to Section 13 or 15(d) of the Exchange Act, transmit by mail to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, copies of the annual reports and quarterly reports which the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to such Sections, and (ii) file with the Trustee copies of annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company were subject to such Sections and (y) if filing such documents by the Company with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

  • Basic Financial Information The Company will furnish the following reports to each Holder:

  • Additional Financial Information (a) In addition to all other information required to be provided pursuant to this Article 6, the Borrower promptly shall provide the Agent (and any guarantor of the Liabilities), with such other and additional information concerning the Borrower, the Collateral, the operation of the Borrower’s business, and the Borrower’s financial condition, including original counterparts of financial reports and statements, as the Agent may from time to time reasonably request from the Borrower.

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