Evaluation of Business Sample Clauses

Evaluation of Business. Buyer has made its ohm evaluation of the Business and the GCSI Shares based upon information determined by Buyer to be sufficiently complete and reliable for such purposes.
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Evaluation of Business. In addition to Purchaser’s inspection of the Documents provided by or made available by Sellers pursuant to Section 6, Purchaser, and its agents and accountants, shall have the right, during regular business hours and upon not less than three (3) business days prior written notice, to inspect and examine all business and service records, Tenant files, Leases, accounts receivable, accounts payable, books and records of account, computer records, bank deposit receipts, Ground Leases, and Third Party Loan Documents, and all other such documents relating to the management, operation, income and expense of each Property for all of 2004 and all subsequent months to date. Purchaser shall have the right to make photocopies of all records and documents at Purchaser’s sole cost and expense. Purchaser will use any such information made available by Sellers solely to evaluate the business conducted from the Property and acknowledges that all such information shall be subject to the terms and conditions of Section 24, below. Purchaser shall also have the right to seek commercially reasonable estoppel certificates and commercially reasonable non-disturbance and attornment agreements from each non-self storage tenant and from the lessor of each Ground Lease; provided, however, that any estoppel from the lessor under the Ground Lease shall be in the form attached hereto as Exhibit “E” and any estoppel from each non-self storage tenant shall be subject to the prior approval of Sellers, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that this transaction does not close for any reason, other than the default of any Seller, Purchaser will return and/or deliver to Sellers, at no cost to Sellers, all Documents and reports, studies, surveys or other materials that Purchaser has obtained from Sellers or any other source, including the items provided pursuant to Section 6.
Evaluation of Business. In addition to Purchaser’s inspection of the documents provided by Sellers pursuant to Section 4, Purchaser, and its agents, shall have the right during the Due Diligence Period, during regular business hours, to inspect and examine all business and service records, tenant files, leases, accounts receivable, accounts payable, books and records of account, and all other such documents relating to the management, operation, income and expense of each Property that are currently in Seller’s possession. In no event shall Seller be required to produce or create any documentation not currently in existence or in Seller’s possession and control. Purchaser shall have the right to make photocopies of all records and documents at Purchaser’s expense. Purchaser will use any such information supplied by Sellers solely to evaluate the business conducted from the Properties.
Evaluation of Business. The Buyer acknowledges that Seller makes or has made only the representations and warranties expressly set forth in Article III and any certificates delivered by or on behalf of Seller pursuant to Article VII. In particular, and without limiting the generality of the foregoing, the Buyer acknowledges that no representation or warranty is made with respect to any financial projections or in any management presentations and accompanying materials.
Evaluation of Business. In addition to Buyer’s inspection of the documents provided by Seller pursuant to Section 5.5 below, Buyer, and its agents and accountants, shall have the right, upon forty-eight (48) hours’ prior email or telephonic notice to Xxxx Xxxx on behalf of Sellers and during regular business hours, to inspect and examine all business and service records, tenant files, leases, service agreements, accounts receivable, 9 Purchase and Sale Agreement and Joint Escrow Instructions accounts payable, books and records of account, computer records and all other such documents relating to the management, operation, income and expense of each Property for the last two (2) full calendar years plus the current calendar year to date to the extent available and in Sellers’ possession. Buyer shall have the right to make photocopies of all records and documents at Buyer’s expense. Buyer will use any such information supplied by Sellers solely to evaluate the business conducted from each Property. In the event that this transaction does not close for any reason, other than Sellers’ default, Buyer will return to Sellers all documents that Buyer has obtained from Sellers, including the items provided pursuant to Section 5.5 below and copies of all reports and investigations undertaken by Buyer.
Evaluation of Business. In addition to Acquiror’s inspection of the documents provided by Contributor pursuant to Section 5, during the Due Diligence Period, Acquiror, and its agents and accountants, shall have the right to inspect and examine all non-privileged, non-confidential business and service records, tenant files, leases, service agreements, accounts receivable, accounts payable, books and records of account, computer records, bank deposit receipts and all other such documents relating to the management, operation, income and expense of the Property, including, but not limited to, the Third Party Loan Documents. Acquiror shall have the right to make photocopies of all records and documents at Acquiror’s expense. Acquiror will use any such information supplied by Contributor solely to evaluate the business conducted from each Property. In the event that this transaction does not close for any reason Acquiror will return to Contributor all documents that Acquiror has obtained from Contributor, including the items provided pursuant to Section 5.
Evaluation of Business. In addition to Purchaser’s inspection of the documents provided by Seller pursuant to Section 5, Purchaser, and its agents and accountants, shall have the right, after prior notice to Seller, at reasonable times and during regular business hours, to inspect and examine all business and service records, tenant files, leases, accounts receivable, accounts payable, books and records of account, computer records, bank deposit receipts and all other such documents relating to the management, operation, income and expense of the Property for the last three (3) years. Purchaser shall have the right to make photocopies of all records and documents at Purchaser’s expense. Purchaser will use any such information supplied by Seller solely to evaluate the business conducted from the Property and will keep the information confidential, except to the extent Purchaser may be required to disclose such information under applicable laws. In the event that this transaction does not close for any reason, Purchaser will return to Seller all documents that Purchaser has obtained from Seller pursuant to Section 5.
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Evaluation of Business. In addition to Buyer’s inspection of the documents provided by Seller pursuant to Section 5.5 below, Buyer, and its agents and accountants, shall have the right, upon forty-eight (48) hours’ prior email or telephonic notice to Xxxx Xxxx on behalf of Sellers and during regular business hours, to inspect and examine all business and service records, tenant files, leases, service agreements, accounts receivable, accounts payable, books and records of account, computer records and all other such documents relating to the management, operation, income and expense of each Property for the last two (2) full calendar years plus the current calendar year to date to the extent available and in Sellers’ possession. Buyer shall have the right to make photocopies of all records and documents at Buyer’s expense. Buyer will use any such information supplied by Sellers solely to evaluate the business conducted from each Property. In the event that this transaction does not close for any reason, other than Sellers’ default, Buyer will return to Sellers all documents that Buyer has obtained from Sellers, including the items provided pursuant to Section 5.5 below and copies of all reports and investigations undertaken by Buyer.

Related to Evaluation of Business

  • Operation of Business (a) Except as expressly contemplated by this Agreement or consented to by the Buyer in writing (which consent will not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing or the earlier termination of this Agreement in accordance with Article XI hereof (the “Pre-Closing Period”), the Company shall, and shall cause each Consolidated Subsidiary to, conduct its operations only in the Ordinary Course of Business and in compliance with all applicable Laws and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, vendors and independent contractors and consultants. Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, during the Pre-Closing Period the Company shall not, and shall cause each Consolidated Subsidiary not to, without the written consent of the Buyer (which consent will not be unreasonably withheld, conditioned or delayed): (i) issue or sell any stock or other securities of the Company or any Consolidated Subsidiary or any options, warrants or rights to acquire any such stock or other securities; (ii) split, combine or reclassify any shares of its capital stock; or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) create, incur or assume any Indebtedness in excess of $*** per occurrence or $*** in the aggregate, except accounts payable arising in the Ordinary Course of Business; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; or make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; (iv) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date of this Agreement and listed in the Disclosure Schedule (A) take any action with respect to, adopt, enter into, terminate or amend any Employee Benefit Plan or any collective bargaining agreement (other than matters with respect to lxxxxxxxx unions in Canada, following consultation with Buyer) (B) increase the compensation or benefits of, or pay or promise any bonus to, any director or officer, or materially modify their terms of employment or engagement, (C) amend or accelerate the payment, right to payment or vesting of any compensation or benefits, including any outstanding equity compensation, except in the Ordinary Course of Business, (D) hire any new officers or (except in the Ordinary Course of Business) any new employees, (E) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of performance units or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder, or (F) take any action to fund or in any other way secure the payment of compensation or benefits under any employee plan, agreement, contract or arrangement or benefit plan; *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (v) acquire, sell, lease, license or dispose of any material assets or property (including any shares or other equity interests in or securities of any Consolidated Subsidiary or any other corporation, partnership, association or other business organization or division thereof), other than (A) acquisition of capital assets permitted by subsection (xii) below, and (B) sales of obsolete or worn-out inventory or assets in the Ordinary Course of Business and having a fair market value of not more than $*** in the aggregate; (vi) mortgage or pledge any of its property or assets or subject any such property or assets to any Lien (other than Permitted Encumbrances); (vii) amend its charter, bylaws, certificate of formation, limited liability company agreement or other organizational documents; (viii) change the flag or registry of a Vessel; (ix) change its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (x) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax Liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; (xi) enter into, amend, terminate, take or omit to take any action that would constitute a violation of or default under, or waive any rights under, any contract or agreement of a nature required to be listed in Section 5.17 of the Disclosure Schedule, except in the Ordinary Course of Business, provided, for avoidance of doubt, amendments, modifications and termination of ocean service contracts with customers shall be deemed to be in the Ordinary Course of Business; (xii) make or commit to make any capital expenditures in an aggregate amount exceeding by more than *** the year-to-date budgeted expenditures set forth on Schedule 6.3(a)(xii); (xiii) institute or settle any material Legal Proceeding, except in the Ordinary Course of Business, provided for avoidance of doubt, settlements of cargo damage and loss claims by customers and claims of salvors or declaration and settlement of any general average shall be deemed in the Ordinary Course of Business; or (xiv) agree in writing or otherwise to take any of the foregoing actions. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Notwithstanding anything to the contrary herein, certain business conducted by the Company and Consolidated Subsidiaries may be in competition with business conducted by one or more subsidiaries of Buyer (such businesses referred to herein as the “Competing Trades”). Nothing in this Agreement is intended to restrict the Company, the Consolidated Subsidiaries or the Buyer and its subsidiaries from continuing to engage in business in competition with each other.

  • Cessation of Business Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

  • Preservation of Business The Seller will keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.

  • Suspension of Business Suspend or go out of a substantial portion of its business.

  • Scope of Business The Borrower shall, and shall cause each Significant Subsidiary to, engage primarily in energy-related businesses.

  • Termination of Business Relationship If the Optionee's Business Relationship with the Company and all Related Corporations is terminated, other than by reason of death, disability or dissolution as defined in Section 5, no further installments of this option shall become exercisable, and this option shall terminate (and may no longer be exercised) after the passage of 90 days from the date the Business Relationship ceases, but in no event later than the scheduled expiration date. In such a case, the Optionee's only rights hereunder shall be those which are properly exercised before the termination of this option.

  • Management of Business (a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. (b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Terms of Business Capitalised terms used in this API Agreement have the meanings given to them in our Terms of Business, unless the context requires otherwise or unless separately defined in this API Agreement. The same rules of interpretation set out in our Terms of Business apply in this API Agreement. If there is any inconsistency between the provisions of the API Agreement and our Agreement, the Terms of Business will prevail unless the provision relates exclusively to your use of our API, in which case API Agreement will prevail. In all other circumstances.

  • Changes in Nature of Business Parent will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than those businesses conducted by the Parent and its Subsidiaries on the date hereof or any business reasonably related or incidental thereto or representing a reasonable expansion thereof.

  • Change in Nature of Business Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.

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