Other Information 27 Sample Clauses

Other Information 27. Section 7.2. The Sellers’ Books and Records 27 Section 7.3. Inspection 27 Section 7.4. The Purchaser’s Records 27 SECTION 8. CONDITIONS PRECEDENT. 28 Section 8.1. Conditions Precedent to the Closing Date 28 Section 8.2. Conditions Precedent to Each Purchase 29 SECTION 9. REPRESENTATIONS AND WARRANTIES. 29 Section 9.1. Generally 29 Section 9.2. Purchased Receivables 32 SECTION 10. COVENANTS. 34 Section 10.1. The Sellers’ Covenants 34 SECTION 11. REPURCHASE OF PURCHASED RECEIVABLES. 35 Section 11.1. Repurchase Price 35 Section 11.2. Xxxxxxxxxx 00 Section 11.3. Repurchase Date 36 SECTION 12. TAXES, ETC. 36 Section 12.1. Taxes 36 Section 12.2. Duties and Taxes 37 SECTION 13. [RESERVED]. 37 SECTION 14. MISCELLANEOUS. 37 Section 14.1. Indemnity 37 Section 14.2. Expenses 38 Section 14.3. Setoff 38 Section 14.4. Notices, Addresses 38 Section 14.5. Certificates and Determinations 39 Section 14.6. Assignments and Transfers 39 Section 14.7. No Waivers, Remedies Cumulative 40 Section 14.8. Amendment 41 Section 14.9. Accounting Treatment; Non-Reliance 41 Section 14.10. Third Party Rights 41 Section 14.11. Counterparts 41 Section 14.12. Entire Agreement 41 Section 14.13. Exclusion of Liability 41 Section 14.14. Invalidity 41 Section 14.15. Governing Law 42 Section 14.16. Consent to Jurisdiction 42 Section 14.17. WAIVER OF JURY TRIAL 42 Section 14.18. USA Patriot Act 42 Section 14.19. Confidentiality 42 Section 14.20. Additional Sellers 43 Section 14.21. Termination of Approved Obligor 43 Section 14.22. Addition of Approved Obligor 43 Section 14.23. Optional Repurchase of Purchased Receivables 43 Schedule A Approved Obligors Schedule B UCC Information Schedule C Electronic Services Schedule Schedule D Commitments of the Purchasers Exhibit A-1 Form of Portfolio Report Exhibit A-2 Form of Portfolio Report (Delivered Outside of PrimeRevenue System) Exhibit B Form of Joinder Agreement Exhibit C Form of Receivable Monitoring Report MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT, dated as of January 21, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (“SAIC” , an “Initial Seller” and a “Seller”), ENGILITY SERVICES, LLC, a Delaware limited liability company (“Engility”, an “Initial Seller” and a “Seller”), and each Additional Seller (as defined below) that becomes a party hereto (each...
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Related to Other Information 27

  • Other Information Such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as any Agent, or any Lender Party through the Administrative Agent, may from time to time reasonably request.

  • Further Information Prior to the Closing Date, the Company shall have furnished to the Representative such further information, certificates and documents as the Representative may reasonably request.

  • Information The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

  • Other Information and Inspections In each case subject to the last sentence of this Section 6.3, each Restricted Person will furnish to each Lender any information which Administrative Agent or any Lender may from time to time request concerning any covenant, provision or condition of the Loan Documents or any matter in connection with Restricted Persons' businesses and operations. In each case subject to the last sentence of this Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other Persons) to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with the Loan Documents and to discuss all such matters with its officers, employees and, upon prior notice to Borrower, its representatives. Each of the foregoing inspections shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be furnished, or of which copies, photocopies or photographs are made or requested to be made, all information to be investigated or verified and all discussions conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of Section 10.6 of this Agreement.

  • Member Information Within five (5) days after receipt of a request from the Company, the Investor agrees to provide such information with respect to its status as a member (or potential member) of the Company and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject, including, without limitation, the need to determine the accredited investor status of the Company’s members. If the Investor transfers any Units, it will require the transferee of such Units to agree to provide such information to the Company requires as a condition of such transfer.

  • Books and Records Financial Information Notices 5.1 BOOKS AND RECORDS Borrower shall maintain, at all times, books, records and accounts which are complete, correct and timely in all material respects so as to permit the preparation of financial statements in accordance in all material respects with GAAP applied consistently.

  • Financial Information; Books and Records (a) The Seller SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies.

  • Borrower Information Borrower consents to the release of information on or about Borrower by Lender in accordance with any court order, law or regulation and in response to credit inquiries concerning Borrower.

  • Other Financial Information Budgets, sales projections, operating plans and other financial information reasonably requested by Bank.

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

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