Common use of Corporate Examinations and Investigations Clause in Contracts

Corporate Examinations and Investigations. (a) Prior to the Closing Date, Seller agrees that Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "REPRESENTATIVES") to make such investigation of the Assets, the Business and operations of Seller, and such examination of the books, records and financial condition of Seller, as Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and Seller shall cooperate fully therein. In that connection, Seller shall make available to the Representatives of Buyer during such period, without however causing any unreasonable interruption in the operations of Seller, all such information and copies of such documents and records concerning the affairs of Seller as such Representatives may reasonably request, shall permit the Representatives of Buyer access to the Assets and all parts thereof and to Seller's employees, customers, suppliers, contractors and others, and shall cause Seller's Representatives to cooperate fully in connection with such review and examination. No investigation by Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Parks Inc)

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Corporate Examinations and Investigations. (a) Prior to the Closing Date, Seller agrees that Buyer shall be entitled, through its the directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "REPRESENTATIVESRepresentatives") of Buyer to make such investigation of the Assets, the Business and operations of Sellerthe Company, and such examination of the books, records and financial condition of Sellerthe Company, as Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and Seller shall, and shall cause the Company to, cooperate fully therein. In that connection, Seller shall make available and shall cause the Company to make available to the Representatives of Buyer during such period, without however causing any unreasonable interruption in the operations of Sellerthe Company, all such information and copies of such documents and records concerning the affairs of Seller the Company as such Representatives may reasonably request, shall permit the Representatives of Buyer access to the Assets of Company and all parts thereof and to Seller's its employees, customers, suppliers, contractors suppliers and others, and shall cause Sellerthe Company's Representatives to cooperate fully in connection with such review and examination. No investigation by Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transtech Industries Inc)

Corporate Examinations and Investigations. (a) Prior to and after the Closing DateInitial Closing, the Seller agrees that Buyer the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, the "REPRESENTATIVESAgents") to make such investigation of the Assets, Business and the Business Assets and operations of the Seller, and such examination of the books, records and financial condition of the Seller, as Buyer reasonably deems necessarythe Purchaser shall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable noticeten (10) days written notice to the Seller, and the Seller shall shall, cooperate fully therein. In that connection, the Seller shall make available to the Representatives of Buyer Agents during such period, without however causing any unreasonable interruption in the operations of Sellerthe Business, all such information and copies of such documents and records concerning the affairs of the Seller as such Representatives the Agents may reasonably request, shall permit the Representatives of Buyer Agents access to the Assets of the Seller and all parts thereof and to the Seller's employeesAgents, customers, suppliers, contractors suppliers and others, and shall cause the Seller's Representatives Agents to cooperate fully in connection with such review and examination. No investigation by Buyer the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asta Funding Inc)

Corporate Examinations and Investigations. (a) Prior to the ----------------------------------------- Closing Date, Seller agrees that Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "REPRESENTATIVESRepresentatives") to make --------------- such investigation of the Assets, the Business and operations of Seller, and such examination of the books, records and financial condition of Seller, as Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and Seller shall cooperate fully therein. In that connection, Seller shall make available to the Representatives of Buyer during such period, without however causing any unreasonable interruption in the operations of Seller, all such information and copies of such documents and records concerning the affairs of Seller as such Representatives may reasonably request, shall permit the Representatives of Buyer access to the Assets and all parts thereof and to Seller's employees, customers, suppliers, contractors and others, and shall cause Seller's Representatives to cooperate fully in connection with such review and examination. No investigation by Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller contained in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Primus Telecommunications Group Inc)

Corporate Examinations and Investigations. (a) Prior to ----------------------------------------- the Closing Date, Seller agrees the Stockholders agree that Buyer Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "REPRESENTATIVESRepresentatives") ), to make such --------------- investigation of the Assets, the Business and operations of SellerDelta, and such examination of the books, records and financial condition of SellerDelta, as Buyer Purchaser reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and Seller the Stockholders shall, and shall cause Delta to, cooperate fully therein. In that connection, Seller the Stockholders shall make available and shall cause Delta to make available to the Representatives of Buyer Purchaser during such period, without however causing any unreasonable interruption in the operations of Sellerthe Business, all such information and copies of such documents and records concerning the affairs of Seller Delta as such Representatives may reasonably request, shall permit the Representatives of Buyer Purchaser access to the Assets of Delta and all parts thereof and to Seller's its employees, customers, suppliers, contractors suppliers and others, and shall cause SellerDelta's Representatives to cooperate fully in connection with such review and examination. No investigation by Buyer Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller the Stockholders contained in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paramount Financial Corp)

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Corporate Examinations and Investigations. (a) Prior to the Closing Date, Seller agrees and the General Partners agree that Buyer shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "REPRESENTATIVES") to make such investigation of the Assets, the Business and operations of Seller, and such examination of the books, records and financial condition of Seller, as Buyer reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and Seller shall cooperate fully therein. In that connection, Seller and the General Partners shall make available to the Representatives of Buyer during such period, without however causing any unreasonable interruption in the operations of Seller, all such information and copies of such documents and records concerning the Business and the affairs of Seller as such Representatives may reasonably request, shall permit the Representatives of Buyer access to the Assets and all parts thereof thereof, and to Seller's and the Business' employees, customers, suppliers, contractors and others, and shall cause Seller's Representatives to cooperate fully in connection with such review and examination. No investigation by Buyer shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller and the General Partners contained in this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Parks Inc)

Corporate Examinations and Investigations. (a) Prior to the Closing Date, the Seller agrees that Buyer the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, the "REPRESENTATIVESAgents") to make such investigation of the Assets, Business and the Business Assets and operations of the Seller, and such examination of the books, records and financial condition of the Seller, as Buyer reasonably deems necessarythe Purchaser shall deem necessary or appropriate. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and the Seller shall cooperate fully therein. In that connection, the Seller shall make available to the Representatives of Buyer Agents during such period, without however causing any unreasonable interruption in the operations of Sellerthe Business, all such information and copies of such documents and records concerning the affairs of the Seller as such Representatives the Agents may reasonably request, shall permit the Representatives of Buyer Agents access to the Assets of the Seller and all parts thereof and to the Seller's employeesAgents, customers, suppliers, contractors suppliers and others, and shall cause the Seller's Representatives Agents to cooperate fully in connection with such review and examination. No investigation by Buyer the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Vantage Companies)

Corporate Examinations and Investigations. (a) Prior to the Closing Date, Seller agrees CIA and the Sellers agree that Buyer the Purchaser shall be entitled, through its directors, officers, Affiliates, employees, attorneys, accountants, representatives, lenders, consultants and other agents (collectively, "REPRESENTATIVESRepresentatives") to make such investigation of the Assets, the Business and operations of SellerCIA, and such examination of the books, records and financial condition of SellerCIA, as Buyer the Purchaser reasonably deems necessary. Any such investigation and examination shall be conducted at reasonable times, under reasonable circumstances and upon reasonable notice, and Seller CIA and the Sellers shall cooperate fully therein. In that connection, Seller CIA and the Sellers shall make available to the Representatives of Buyer the Purchaser during such period, without however causing any unreasonable interruption in the operations of SellerCIA, all such information and copies of such documents and records concerning the affairs of Seller CIA as such Representatives may reasonably request, shall permit the Representatives of Buyer the Purchaser access to the Assets of CIA and all parts thereof and to Seller's their respective employees, customers, suppliers, contractors and others, and shall cause SellerCIA's Representatives to cooperate fully in connection with such review and examination. No investigation by Buyer the Purchaser shall diminish or obviate any of the representations, warranties, covenants or agreements of Seller CIA or the Sellers contained in this Agreement. ss.III.3

Appears in 1 contract

Samples: Stock Purchase Agreement (Marketing Services Group Inc)

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