FULL ACCESS; DELIVERABLES. Except as set forth in Section 1.5 or 1.6 hereof, from the Agreement Date and until Closing, each Party has and will afford to the other and its directors, officers, employees, counsel, accountants, investment advisors and other authorized representatives and agents, reasonable access to the facilities, properties, books and records of the other Party in order that the other may have full opportunity to make such investigations as it will desire to make of the affairs of the disclosing Party. Each Party will furnish such additional financial and operating data and other information as the other will, from time to time, reasonably request, including without limitation access to the working papers of its independent certified public accountants. Shareholder and the Company hereby agrees to cooperate and cause its certified public account to cooperate with Buyer in connection with the preparation of audited financials in accordance with GAAP for the year ended 2020 and 2021, in the event Buyer elects to or is required to have the financials of the Company audited after the Closing. The provisions of this paragraph of Section 6.3 shall survive Closing. No later than ten (10) days prior to the Due Diligence Expiration Date, the Company and the Shareholder shall have delivered to Buyer (A) Federal and State judgment and tax lien searches and (ii) certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports from all appropriate jurisdictions listing all effective financing statements or lien documentation which name the Company or any Subsidiary (under their present or any previous name or any trade names) as debtor, together with copies of such financing statements. Such searches shall indicate the existence of no liens or encumbrances on the Shares or any assets of the Company or any Subsidiary. Additionally, the Company and the Shareholder shall provide proof satisfactory to Buyer that all taxes in all applicable jurisdictions, have been properly filed and paid.
FULL ACCESS; DELIVERABLES. (a) Except as set forth in Section 1.5 or Section 1.6 hereof and subject to the Due Diligence Limitations and the on-site and in-person limitations of the Companies, from the Agreement Date and until Closing, each Party has and will afford to the other and its directors, officers, employees, counsel, accountants, investment advisors and other authorized representatives and agents, reasonable access to the facilities, properties, books and records of the other Party in order that the other may have full opportunity to make such investigations as it will desire to make of the affairs of the disclosing Party. Each Party will furnish such additional financial and operating data and other information as the other will, from time to time, reasonably request, including without limitation access to the working papers of its independent certified public accountants. Shareholders and the Companies hereby agree to cooperate and consent to their certified public account’s assisting Buyer, at Buyer’s expense, in connection with the preparation of audited financials in accordance with GAAP for the year ended 2020 and 2021, in the event Buyer elects to or is required to have the financials of the Companies audited after the Closing. The provisions of this paragraph of Section 6.2 shall survive Closing.
