REVIEW OF SELLER Sample Clauses
REVIEW OF SELLER. Purchaser shall have completed its due diligence investigation covering the Business as provided for in Section 7.2 herein and no fact or circumstances shall have come to the attention of Purchaser as a result of such investigation which in the exercise of Purchaser's reasonable judgement materially or adversely affects the business, prospects or financial condition of the Business.
REVIEW OF SELLER. The satisfactory completion, in Purchaser's reasonable discretion, of Purchaser's due diligence investigation covering the Business as provided for in Section 7.2 herein.
REVIEW OF SELLER. (a) Upon request therefor by Purchaser, Seller shall permit Purchaser and its representatives to have access, at such times and in such manner as reasonably designated by Seller, to all of the books and records and material contracts relating to the Business and the Seller Assets. Seller shall furnish to Purchaser such financial and operating data and other information and schedules with respect to the Business and Seller Assets as Purchaser or its representatives shall, from time to time, reasonably request.
(b) Purchaser will, and will cause its employees, officers, directors, shareholders, outside advisors, agents, affiliates and representatives to, treat any agreements, data and information obtained with respect to any Seller, and any of its affiliates or shareholders (the “Confidential Information”), confidentially and with commercially reasonable care and discretion, and will not use the Confidential Information (except for the purposes of consummating the transactions described in this Agreement) or disclose any such Confidential Information to third parties; provided, however, that the foregoing shall not apply to (i) information in the public domain or that becomes public through disclosure by any party other than Purchaser or its affiliates or representatives, so long as such other party is not in breach of a confidentiality obligation, (ii) information that may be required to be disclosed by applicable law, (iii) information that is disclosed by Purchaser, on a confidential basis, to any of its respective agents, accountants, attorneys and prospective lenders or investors in connection with or related to the consummation of the transactions contemplated hereby.
(c) In the event that the Closing fails to take place and this Agreement is terminated, Purchaser, upon the written request of Seller, will, and will cause its representatives to, promptly deliver to such Seller any and all documents or other materials furnished by any Seller to Purchaser in connection with this Agreement (including, without limitation, the Confidential Information) without retaining any copy thereof. In the event of such request, all other documents, whether analyses, compilations or studies, that contain or otherwise reflect the Confidential Information furnished by any Seller to Purchaser, shall be destroyed by Purchaser or shall be returned to such Seller, and Purchaser shall confirm to Seller in writing that all such materials have been returned or destroyed. No fai...
REVIEW OF SELLER. Purchaser may, prior to the Closing date, through their representatives, review the properties, books and records of Seller and Parent and their financial and legal condition as Purchaser deems necessary or advisable to familiarize itself with such properties and other matters; such review shall not, however, affect the representations and warranties made by Seller, Parent and Shareholders hereunder or the remedies of Purchaser for breaches of those representations and warranties. Seller and Parent shall permit Purchaser and its representatives to have, after the effective date, full access to the premises and to all the books and records of Seller and Parent and to cause the officers of Seller and Parent to furnish Purchaser with such financial and operating data and other information with respect to the business and properties of Seller and Parent as Purchaser shall from time to time reasonably request.
REVIEW OF SELLER. From the date hereof and until the Closing Date (the “Interim Period”), Seller will permit Buyer, directly or through its representatives, to review, subject to reasonable prior notice and the availability of personnel required to provide the services and the information, and further subject to a reasonable scope of assistance, the properties, books and records of Seller related to the Purchased Assets to the extent Buyer deems it necessary or advisable to familiarize itself with such properties and other matters, and will furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets as Buyer may from time to time reasonably request.
REVIEW OF SELLER. 35 8.4 Reasonable Best Efforts...........................................................................35 8.5 Transfer of Employees and Benefit Plans...........................................................35 8.6
REVIEW OF SELLER. 19 8.8. Seller's Closing Deliveries.....................................19
REVIEW OF SELLER. The Seller Parties shall (a) permit Buyer and its Representatives to have, after the date of execution hereof, full and complete access to the premises (including, the Owned Real Property and the Leased Real Property) and to all the properties, assets, books, records and other documents of the Seller Parties to enable Buyer to make an examination of the Parks, Seller’s Assets, business, properties, assets, books, records and other documents of the Seller Parties as Buyer and its Representatives may determine; (b) cause the officers or other Representatives of the Seller Parties to furnish Buyer with such financial and operating data and other information with respect to the operations and business of the Parks and the Seller’s Assets as Buyer shall from time to time reasonably request, and (c) instruct the Representatives of the Seller Parties to cooperate with Buyer in connection with subsection (a) and (b) of this Section 5.02.
REVIEW OF SELLER. Purchaser may, prior to the Closing Date, through its designated representatives, review the properties, books and records of Seller, as they relate to the Purchased Assets; such review shall not, however, affect the representations, warranties or indemnifications made by Seller in this Agreement or in any Related Agreement. Purchaser's rights pursuant to this Section 4.2 are subject to the condition that Purchaser shall conduct its investigation in a manner that will not unreasonably interfere with the operations of Seller. In the event of termination of this Agreement, Purchaser shall keep confidential any material information obtained from Seller concerning the properties, operations and business of Seller in accordance with Section 11.4.
REVIEW OF SELLER. Purchaser may, prior to the Closing Date, directly or through its representatives, review the properties, books and records of Seller and their financial and legal condition to the extent it deems necessary or advisable to familiarize itself with such properties and other matters. Seller will permit Purchaser and their representatives to have, after the date of execution of this Agreement, reasonable access to the premises and to all the books and records of Seller and to cause the officers of Seller to furnish Purchaser with such financial and operating data and other information with respect to the Business and properties of Seller as Purchaser will from time to time reasonably request. Seller will deliver or cause to be delivered to Purchaser such additional instruments, documents, certificates and opinions as Purchaser may reasonably request for the purpose of (i) verifying the information set forth in this Agreement or on any Schedule attached hereto and (ii) consummating or evidencing the transactions contemplated by this Agreement.