Review of Business Sample Clauses

Review of Business. Subject to the Confidentiality Agreement, between the date of this Agreement and the Closing, the Company shall provide such access to Buyer and its employees and agents to all information and data relating to the Company and its Subsidiaries, as is reasonably requested, subject to compliance with Applicable Law. Such review shall occur only during normal business hours upon reasonable advance notice by Buyer to the Company and shall be subject to the Company’s requirements regarding business visitors and shall be conducted in a manner that does not unreasonably interfere with the operations of the Company or its Subsidiaries. Notwithstanding the foregoing, none of the Company or its Affiliates shall be required to provide access to or to disclose information protected by attorney-client privilege or attorney work product doctrine or similar privilege or where such disclosure would contravene any Applicable Law or fiduciary duty, it being understood that the Company and its Affiliates shall (i) cooperate with any request for and use its commercially reasonable best efforts to obtain any waivers or other permissions, and (ii) use its commercially reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, so as to enable Buyer to have access to such information.
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Review of Business. A review by Buyer of the Business, with full cooperation of Seller, shall have been completed with results satisfactory to Buyer, in Buyer's sole discretion.
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Review of Business. The Issuer will provide, or cause to be provided, to the Sponsor, its counsel and its agents a reasonable opportunity to conduct such full and comprehensive review of its business, capital, finances, operations and principals as the Sponsor, in its sole discretion, considers reasonably necessary in the circumstances.
Sample 1
Review of Business. Between the date of this Agreement and the Closing, Seller shall cause the Company to provide such access to Buyer and its Representatives to all information and data relating to the Company and its Subsidiaries, including the Books and Records of the Company and its Subsidiaries, and such other information, Contracts, documents and properties of or relating to the Company, its Subsidiaries or any of their employees, consultants, operations or personnel as is reasonably requested in connection with this Agreement and the transactions contemplated in connection herewith, subject to compliance with Applicable Law. Such review shall occur only during normal business hours upon reasonable advance notice by Buyer to Seller and the Company and shall be conducted in a manner that does not unreasonably interfere with the operations of the Company or its Subsidiaries. Subject to the preceding sentence, Seller shall cause the Company to permit Buyer and its Representatives reasonable access to the facilities, employees and consultants of the Company and its Subsidiaries. Notwithstanding the foregoing, neither the Company, Seller nor Intermediate Holdco shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of it or its Affiliates or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement; the parties shall make appropriate substitute disclosure arrangements under circumstances in which the preceding restrictions apply. No investigation pursuant to this Section 4.3 shall alter: any representation or warranty given hereunder by Seller; any of the Company Disclosure Schedules; the conditions to Closing in Article V; the indemnity provisions of Articles VII and VIII; or any covenant or other agreement contained herein. Following the Closing, Buyer shall cause the Company to provide to Seller and Intermediate Holdco, and Seller shall, and shall cause Intermediate Holdco and each of Seller’s other Affiliates to, provide to Buyer and the Company, information and data in each such Person’s possession relating to the Company and its Subsidiaries to the extent reasonably necessary to enable Seller, Intermediate Holdco or their respective Affiliates, on the one hand, and Buyer, the Company or their respective Affiliates, on the other hand, to respond to any claim or objection made by Buyer or Seller hereunder, to prepare and audit their respectiv...
Sample 1
Review of Business. (a) FW may, except with respect to the categories of items listed on Schedule 8.4 attached hereto which may be reviewed by FW directly or indirectly through its representatives only after the later of the Antitrust Clearance Date and the Environmental Audit Acceptance Date, either directly or through its representatives, review the Power Generation Business, including, without limitation, (i) the Assets, (ii) the complete working papers of Seller's and each Subject Company's independent public accountants underlying their report on the Financial Statements, (iii) the employee records (including information on salaries and bonuses for the fiscal year ended on the Balance Sheet Date) of employees of Seller whose duties are primarily devoted to the Power Generation Business and employees of each Subject Company and ADC who may be employed by FW or an Affiliate of FW subsequent to the Closing Date and (iv) the Books and Records of Seller, the Subject Companies and ADC as FW dxxxx xxxessary or advisable to familiarize itself with the Power Generation Business and the ADC Assets and related matters; such review shall not, however, affect the representations and warranties made by Seller hereunder or the remedies of Purchasers for breaches of those representations and warranties. Such review shall occur only during normal business hours and upon reasonable notice by FW. Except to the extent relating to the categories of items listed on Schedule 8.4 attached hereto to which FW may have access directly or indirectly through its representatives after the later of the Antitrust Clearance Date and the Environmental Audit Acceptance Date, Seller shall permit FW and its representatives to have, after the execution of this Agreement, supervised access on reasonable prior notice during normal business hours, to the extent possible without undue disruption of operations of the Power Generation Business, to the employees of Seller and the Subject Companies listed on Schedule 8.4 attached hereto who can furnish Purchasers with financial and operating data and other information with respect to the Power Generation Business as any Purchaser shall from time to time reasonably request. In connection with such review, FW shall be permitted to make copies, at its own expense, of any of the documents reviewed by it.
Sample 1
Review of Business. Subject to the Confidentiality Agreement, between the date of this Agreement and the Closing, each of the Partnership and the Company shall provide such access to the other Party and the other Party’s employees and agents to all information and 58 data relating to the Company and its Subsidiaries or the Partnership (as applicable), as is reasonably requested, subject to compliance with Applicable Law. Such review shall occur only during normal business hours upon reasonable advance notice by the requesting Party to the other Party and shall be subject to such other Party’s requirements regarding business visitors and shall be conducted in a manner that does not unreasonably interfere with the operations of the other Party. Notwithstanding the foregoing, none of the Company or its Affiliates, or the Partnership or its Affiliates, shall be required to provide access to or to disclose information protected by attorney-client privilege or attorney work product doctrine or similar privilege or where such disclosure would contravene any Applicable Law or fiduciary duty, it being understood that the Company and its Affiliates, the Partnership and its Affiliates, shall (i) cooperate with any request for and use its commercially reasonable efforts to obtain any waivers or other permissions, and (ii) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, so as to enable the Partnership or the Company, as applicable, to have access to such information.
Sample 1

Related to Review of Business

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

  • Character of Business Change the general character of business as conducted at the date hereof, or engage in any type of business not reasonably related to its business as presently conducted.

  • Operation of Business Except as contemplated by this Agreement or as set forth in Schedule 4.4, during the period from the date of this Agreement to the Effective Time, the Company shall conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld or delayed): (a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securities; (b) split, combine or reclassify any shares of its capital stock; 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; (c) create, incur or assume any indebtedness (including obligations in respect of capital leases) except in the Ordinary Course of Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person or entity; or make any loans, advances or capital contributions to, or investments in, any other person or entity; (d) enter into, adopt or amend any Employee Benefit Plan or any employment or severance agreement or arrangement or (except for normal increases in the Ordinary Course of Business for employees who are not Affiliates) increase in any manner the compensation or fringe benefits of, or materially modify the employment terms of, its directors, officers or employees, generally or individually, or pay any bonus or other benefit to its directors, officers or employees; (e) acquire, sell, lease, license or dispose of any assets or property (including without limitation any shares or other equity interests in or securities of any corporation, partnership, association or other business organization or division thereof), other than purchases and sales of assets in the Ordinary Course of Business; (f) mortgage or pledge any of its property or assets or subject any such property or assets to any Security Interest; (g) discharge or satisfy any Security Interest or pay any obligation or liability other than in the Ordinary Course of Business; (h) amend its charter, by-laws or other organizational documents; (i) change in any material respect its accounting methods, principles or practices, except insofar as may be required by a generally applicable change in GAAP; (j) 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 material contract or agreement; (k) institute or settle any Legal Proceeding; (l) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Company set forth in this Agreement, when construed collectively, becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or (m) agree in writing or otherwise to take any of the foregoing actions.

  • 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.

  • Order of Business The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

  • Lines of Business Enter into any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.

  • 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.

  • Audit and Inspection of Plants, Places of Business and Records (a) The State and its agents, including, but not limited to, the Connecticut Auditors of Public Accounts, Attorney General and State’s Attorney and their respective agents, may, at reasonable hours, inspect and examine all of the parts of the Contractor’s and Contractor Parties’ plants and places of business which, in any way, are related to, or involved in, the performance of this Contract. (b) The Contractor shall maintain, and shall require each of the Contractor Parties to maintain, accurate and complete Records. The Contractor shall make all of its and the Contractor Parties’ Records available at all reasonable hours for audit and inspection by the State and its agents. (c) The State shall make all requests for any audit or inspection in writing and shall provide the Contractor with at least twenty-four (24) hours’ notice prior to the requested audit and inspection date. If the State suspects fraud or other abuse, or in the event of an emergency, the State is not obligated to provide any prior notice. (d) The Contractor will pay for all costs and expenses of any audit or inspection which reveals information that, in the sole determination of the State, is sufficient to constitute a breach by the Contractor under this Contract. The Contractor will remit full payment to the State for such audit or inspection no later than 30 days after receiving an invoice from the State. If the State does not receive payment within such time, the State may setoff the amount from any moneys which the State would otherwise be obligated to pay the Contractor in accordance with this Contract's Setoff provision. (e) The Contractor shall keep and preserve or cause to be kept and preserved all of its and Contractor Parties’ Records until three (3) years after the latter of (i) final payment under this Contract, or (ii) the expiration or earlier termination of this Contract, as the same may be modified for any reason. The State may request an audit or inspection at any time during this period. If any Claim or audit is started before the expiration of this period, the Contractor shall retain or cause to be retained all Records until all Claims or audit findings have been resolved. (f) The Contractor shall cooperate fully with the State and its agents in connection with an audit or inspection. Following any audit or inspection, the State may conduct and the Contractor shall cooperate with an exit conference. (g) The Contractor shall incorporate this entire Section verbatim into any contract or other agreement that it enters into with any Contractor Party.

  • 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.

  • Transfer of Business Where a transfer of business occurs, an Employee who worked with the old employer and who continues in the service of the new employer will be entitled to count her/his service with the old employer as service with the new employer for the purposes of this clause.