Common use of Full Access and Disclosure Clause in Contracts

Full Access and Disclosure. (a) Afford to Buyer and its counsel, accountants and other authorized representatives reasonable access during business hours to the Cathedral Group's facilities, properties, books and records in order that Buyer may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Cathedral Group's, including financial statement and other audits at the sole cost and expense of Buyer; and the Sellers shall cause the Cathedral Group's officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as Buyer shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Cathedral Group made by the Cathedral Group's independent auditors in connection with any examination of the Cathedral Group's Financial Statements and books and records. (b) Promptly notify Buyer in writing if any Seller or the Cathedral Group becomes aware of any fact or condition that causes or constitutes a breach of any representation or warranty of any Seller or the Cathedral Group as of the date of this Agreement, or if such Seller or the Cathedral Group becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in any schedule hereto, Sellers will promptly deliver to Buyer a proposed amendment or supplement to such schedule specifying such change. No such proposed amendment or supplement to a schedule shall constitute an amendment or supplement to such schedule until Buyer shall have consented thereto. Each Seller will promptly notify Buyer of the occurrence of any breach of any covenant of Sellers in this ARTICLE 4 or ARTICLE 6 or of the occurrence of any event that may make the satisfaction of the conditions in ARTICLE 7 impossible or unlikely.

Appears in 1 contract

Samples: Stock Purchase Agreement (Resortquest International Inc)

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Full Access and Disclosure. (a) Afford to Buyer the Buyers' and its their counsel, accountants and other authorized representatives reasonable access during business hours to the Cathedral GroupCompany's facilities, properties, books and records in order that Buyer the Buyers may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Cathedral Group'sCompany, including financial statement and other audits at the sole cost and expense of Buyeraudits; and the Sellers Controlling Persons shall cause the Cathedral GroupCompany's officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as Buyer the Buyers shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Cathedral Group Company made by the Cathedral GroupCompany's independent auditors in connection with any examination of the Cathedral GroupCompany's Financial Statements and books and records. (b) Promptly notify Buyer the Buyers in writing if any Seller or the Cathedral Group becomes aware of any fact or condition that causes or constitutes a breach of any representation or warranty of any Seller or the Cathedral Group as of the date of this Agreement, or if such Seller or the Cathedral Group becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in any schedule hereto, Sellers will promptly deliver to Buyer the Buyers a proposed amendment or supplement to such schedule specifying such change. No such proposed amendment or supplement to a schedule shall constitute an amendment or supplement to such schedule until Buyer the Buyers shall have consented thereto. Each Seller will promptly notify Buyer the Buyers of the occurrence of any breach of any covenant of Sellers in this ARTICLE 4 or ARTICLE 6 or of the occurrence of any event that may make the satisfaction of the conditions in ARTICLE 7 impossible or unlikely.

Appears in 1 contract

Samples: Merger Agreement (Zebramart Com Inc)

Full Access and Disclosure. (a) Afford Buyer shall afford to Buyer Seller, and its his counsel, accountants and other authorized representatives reasonable access during business hours to the Cathedral Group's facilities, properties, books and records in order that Buyer may have full an opportunity to make such reasonable investigations as it they shall desire to make of the affairs of the Cathedral Group's, including financial statement and other audits at the sole cost and expense business of Buyer; and the Sellers Buyer shall cause the Cathedral Group's its officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as Buyer Seller shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Cathedral Group made by the Cathedral Group's independent auditors in connection with any examination of the Cathedral Group's Financial Statements and books and recordsrequest. (b) Buyer shall Promptly notify Buyer Seller in writing if any Seller or the Cathedral Group Buyer becomes aware of any fact or condition that causes or constitutes a breach of any representation or warranty of any Seller or the Cathedral Group Buyer as of the date of this Agreement, or if such Seller or the Cathedral Group Buyer becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in any schedule hereto, Sellers Buyer will promptly deliver to Buyer Seller a proposed amendment or supplement to such schedule specifying such change. No such proposed amendment or supplement to a schedule shall constitute an amendment or supplement to such schedule until Buyer Seller shall have consented thereto. Each Seller Buyer will promptly notify Buyer Seller of the occurrence of any breach of any covenant of Sellers Buyer in this ARTICLE 4 Article 5 or ARTICLE Article 6 or of the occurrence of any event that may make the satisfaction of the conditions in ARTICLE Article 7 impossible or unlikely.

Appears in 1 contract

Samples: Stock Option Agreement (Freewillpc Com Inc)

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Full Access and Disclosure. (a) Afford to Buyer and its counsel, accountants and other authorized representatives reasonable access during business hours to the Cathedral Hickory Group's facilities, properties, books and records in order that Buyer may have full opportunity to make such reasonable investigations as it shall desire to make of the affairs of the Cathedral Hickory Group's, including financial statement and other audits at the sole cost and expense of Buyer; and the Sellers Seller shall cause the Cathedral Hickory Group's officers, employees and auditors to furnish on a timely basis such additional financial and operating data and other information as Buyer shall from time to time reasonably request including, without limitation, any internal control recommendations applicable to the Cathedral Hickory Group made by the Cathedral Hickory Group's independent auditors in connection with any examination of the Cathedral Hickory Group's Financial Statements and books and records. (b) Promptly notify Buyer in writing if any Seller or the Cathedral Group becomes aware of any fact or condition that causes or constitutes a breach of any representation or warranty of any Seller or the Cathedral Group as of the date of this Agreement, or if such Seller or the Cathedral Group becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in any schedule hereto, Sellers Seller will promptly deliver to Buyer a proposed amendment or supplement to such schedule specifying such change. No such proposed amendment or supplement to a schedule shall constitute an amendment or supplement to such schedule until Buyer shall have consented thereto. Each Seller will promptly notify Buyer of the occurrence of any breach of any covenant of Sellers Seller in this ARTICLE Article 4 or ARTICLE Article 6 or of the occurrence of any event that may make the satisfaction of the conditions in ARTICLE Article 7 impossible or unlikely.

Appears in 1 contract

Samples: Stock Option Agreement (Freewillpc Com Inc)

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