No Adverse Actions; Access Sample Clauses

No Adverse Actions; Access. Following the Closing, Parent shall not take any action, directly or indirectly, with respect to the accounting books and records of the Company, or the items reflected thereon, on which the Statement is to be based, that is inconsistent with the Company’s past accounting practices, solely to the extent such action would affect the final determination of the Final Aggregate Merger Consideration. No actions taken by Parent, directly or indirectly, on its own behalf or on behalf of the Surviving Corporation or the Company Subsidiaries, on or following the Closing Date shall be given effect for purposes of determining the Closing Working Capital, Closing Date Cash, Closing Date Indebtedness or Company Expenses. During the period of time from and after the Closing Date through the final determination, and payment, of the Final Aggregate Merger Consideration, Parent shall afford, and shall cause the Surviving Corporation and the Company Subsidiaries to afford, to the Representative and any Agents (including accountants, counsel or financial advisers) retained by the Representative in connection with the review of the Statement (and/or any components thereof), reasonable access during normal business hours upon reasonable advance notice to all the properties, books, contracts, personnel, Agents (including the Company’s accountants) and records of the Surviving Corporation, the Company Subsidiaries and such Agents (including the work papers of the Surviving Corporation’s accountants) relevant to the review of the Statement and Parent’s determination of Closing Working Capital, Company Expenses, Closing Date Cash and Closing Date Indebtedness in accordance with Section 3.5; provided, that (i) the Representative and such Agents have executed customary access and confidentiality agreements, (ii) information that is subject to attorney-client privilege is not required to be made available (provided, that Parent, the Surviving Corporation and the Company Subsidiaries shall use their commercially reasonable efforts to disclose such information (or portions thereof) in a manner that would not violate the foregoing), (iii) work papers of the Surviving Corporation’s and the Company Subsidiaries’ accountants shall be made available only if permitted by such accountants (it being agreed that Parent shall use reasonable best efforts to cause such accountants to permit such access to their work papers) and (iv) any such access shall be conducted in a manner not to unreasonabl...
Sample 1
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Related to No Adverse Actions; Access

  • No Adverse Actions There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.

  • No Adverse Interests Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Litigation; Adverse Effects (a) To the best of Borrower’s knowledge, there is no Proceeding, pending or threatened, against Borrower or any property of Borrower (including the Property), which, if adversely determined, would result in a Material Adverse Effect. (b) Except as disclosed on Schedule 5.11 hereto, Borrower is not (i) in violation of any applicable law, which violation has a Material Adverse Effect, or (ii) subject to or in default with respect to any Court Order which has a Material Adverse Effect.

  • No Adverse Effect The acquisition by the Trust of the Receivables arising in the Additional Accounts shall not, in the reasonable belief of the Transferor, result in an Adverse Effect;

  • No Adverse Litigation There shall not be pending or threatened any action or proceeding by or before any court or other governmental body which shall seek to restrain, prohibit, invalidate or collect damages arising out of the transactions contemplated hereby, and which, in the judgment of Purchaser, makes it inadvisable to proceed with the transactions contemplated hereby.

  • No Adverse Proceeding There shall be no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or governmental investigation against Buyer, Seller, GST or the Company, for the purpose of enjoining or preventing the consummation of this Agreement, or otherwise claiming that this Agreement or the consummation hereof is illegal.

  • No Adverse Proceedings On the Closing Date, no action or proceeding shall be pending by any public authority or individual or entity before any court or administrative body to restrain, enjoin, or otherwise prevent the consummation of this Agreement or the transactions contemplated hereby or to recover any damages or obtain other relief as a result of the transactions proposed hereby.

  • No Adverse Events Between the date hereof and the Closing Date, neither the business, assets or condition, financial or otherwise, of the Company taken as a whole shall have been materially adversely affected in any manner.

  • No Adverse Changes Except as contemplated in the Prospectus, subsequent to the respective dates as of which information is given in the Prospectus, neither the Company nor any of its Subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its capital stock; and there shall not have been any change in the capital stock (other than a change in the number of outstanding Common Shares due to the issuance of shares upon the exercise of outstanding options or warrants), or any material change in the short-term or long-term debt of the Company, or any issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company or any of its Subsidiaries, or any development involving a prospective Material Adverse Effect (whether or not arising in the ordinary course of business), or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any Subsidiary, the effect of which, in any such case described above, in the Agent’s judgment, makes it impractical or inadvisable to offer or deliver the Shares on the terms and in the manner contemplated in the Prospectus.

  • No Adverse Change Any adverse change in the financial condition, assets, liabilities, business, prospects or operations of Company;

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