Covenants of Seller Prior to Closing Date. A. Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to): (a) afford Buyer and its representatives and prospective Financing Sources and their representatives (collectively, "Buyer's Advisors") full and free access to Seller's personnel, properties, Contracts, books and records, financial and operating data and other information and documents pertaining to the Acquisition Assets and the Business, (b) furnish Buyer and Buyer's Advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, (c) furnish Buyer and Buyer's Advisors with such additional financial, operating and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Acquisition Assets and the Business. Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits and financial statement reviews relating to Seller and/or to the Facility and to produce the work papers relating thereto. No such investigation by Buyer or its representatives shall affect any of the Seller's representations and warranties in this Agreement or Buyer's right to rely thereon. Buyer shall conduct its investigation hereunder in such manner as will not cause any unreasonable disruption to the business of the Facility.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Living Communities Inc)
Covenants of Seller Prior to Closing Date. A. Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to): (a) afford Buyer and its representatives and prospective Financing Sources and their representatives (collectively, "Buyer's Advisors") full and free access to Seller's personnel, properties, Contracts, books and records, financial and operating data and other information and documents pertaining to the Acquisition Assets and the Business, (b) furnish Buyer and Buyer's Advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, (c) furnish Buyer and Buyer's Advisors with such additional financial, operating and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Acquisition Assets and the Business. Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits and financial statement reviews relating to Seller and/or to the Facility and to produce the work papers relating thereto. No such investigation by Buyer or its representatives shall affect any of the Seller's representations and warranties in this Agreement or Buyer's right to rely thereon. Buyer shall conduct its investigation hereunder in such manner as will not cause any unreasonable disruption to the business of the Facility.. Maps, Plans, Surveys, Etc. Seller shall deliver, or cause to be delivered, to the Buyer all existing plans, maps, surveys, descriptions, and title reports respecting the Facility and the use and occupancy thereof in Seller's possession that exist as of the date of this Agreement, which materials shall be returned to Seller if this Agreement is terminated. Operation of Seller's Business. Between the date of this Agreemen and the Closing Date, Seller will (and the General Partner will cause Seller to): conduct the Business of Seller only in the ordinary course of business; use their best efforts to preserve intact Seller's current business organization, keep available the services of the current officers, employees and agents of Seller, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with Seller;
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Living Communities Inc)
Covenants of Seller Prior to Closing Date. A. Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to): (a) afford Buyer and its representatives and prospective Financing Sources and their representatives (collectively, "Buyer's Advisors") full and free access to Seller's personnel, properties, Contracts, books and records, financial and operating data and other information and documents pertaining to the Acquisition Assets and the Business, (b) furnish Buyer and Buyer's Advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, (c) furnish Buyer and Buyer's Advisors with such additional financial, operating and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Acquisition Assets and the Business. Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits and financial statement reviews relating to Seller and/or to the Facility and to produce the work papers relating thereto. No such investigation by Buyer or its representatives shall affect any of the Seller's representations and warranties in this Agreement or Buyer's right to rely thereon. Buyer shall conduct its investigation hereunder in such manner as will not cause any unreasonable disruption to the business of the Facility.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Living Communities Inc)
Covenants of Seller Prior to Closing Date. A. Access and InvestigationInvestigation . Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to): (a) afford Buyer and its representatives and prospective Financing Sources and their representatives (collectively, "Buyer's Advisors") full and free access to Seller's personnel, properties, Contracts, books and records, financial and operating data and other information and documents pertaining to the Acquisition Assets and the Business, (b) furnish Buyer and Buyer's Advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, (c) furnish Buyer and Buyer's Advisors with such additional financial, operating and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Acquisition Assets and the Business. Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits and financial statement reviews relating to Seller and/or to the Facility and to produce the work papers relating thereto. No such investigation by Buyer or its representatives shall affect any of the Seller's representations and warranties in this Agreement or Buyer's right to rely thereon. Buyer shall conduct its investigation hereunder in such manner as will not cause any unreasonable disruption to the business of the Facility.. Maps, Plans, Surveys, Etc. Seller shall deliver, or cause to be delivered, to the Buyer all existing plans, maps, surveys, descriptions, and title reports respecting the Facility and the use and occupancy thereof in Seller's possession that exist as of the date of this Agreement, which materials shall be returned to Seller if this Agreement is terminated. Operation of Seller's Business . Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to):
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Living Communities Inc)