Review of the Companies Sample Clauses

Review of the Companies. Upon reasonable notice, during normal business hours and without undue interruption, the Companies shall permit the Purchaser and its representatives to have, after the date of execution of this Agreement, full access to the premises and to all the books and records of the Companies and to cause the officers of the Companies to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Company as the Purchaser shall from time to time reasonably request. The parties hereto acknowledge that the Purchaser, Arcon Holdings, the Company and the Sellers have entered into a Confidentiality Agreement dated December 6, 1995 (the "Confidentiality Agreement") and that information obtained during any such review will be subject to the terms of the Confidentiality Agreement.
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Review of the Companies. Prior to the Closing, the Shareholders will, and will cause the Companies to, permit the Purchaser and the Purchaser’s current or prospective lenders, directly or through their respective Affiliates or representatives, to review the properties, books, and records of the Companies and their financial and legal conditions to the extent the Purchaser or the Purchaser’s current or prospective lenders deems it necessary or advisable to familiarize itself with such properties and other matters. The Shareholders will, and will cause the Companies to, permit the Purchaser and the Purchaser’s current or prospective lenders 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 the Companies and to cause the officers of the Companies to furnish the foregoing with such financial and operating data and other information with respect to the Business, properties, assets and liabilities of the Companies as the foregoing may from time to time reasonably request. The Shareholders will, and will cause the Companies to, deliver or cause to be delivered to the Purchaser and the Purchaser’s current or prospective lenders such additional instruments, documents, and certificates as they may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement.
Sample 1
Review of the Companies. Prior to the Closing, the Sellers will, and will cause the Companies to, permit the Buyer, directly or through its Affiliates or Representatives, to review (during normal business hours, upon reasonable notice, and without interfering in the operations of the Companies’ business) the properties, books, and records of the Companies and their financial and legal conditions to the extent the Buyer reasonably deems it necessary or advisable to familiarize itself with such properties and other matters. The Sellers will, and will cause the Companies to, permit the Buyer and their Representatives to have, after the date of execution of this Agreement, reasonable access (during normal business hours, upon reasonable notice, and without interfering in the operations of the Companies’ business) to the premises and to all the books and records of the Companies and to cause the officers of the Companies to furnish the Buyer with such financial and operating data and other information with respect to the business, properties, assets and liabilities of the Companies as the Buyer may from time to time reasonably request. The Sellers will, and will cause the Companies to, deliver or cause to be delivered to the Buyer such additional instruments, documents, certificates, and opinions, in each case in the possession of the Companies, as the Buyer may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Section of the Sellers’ Disclosure Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. Notwithstanding the foregoing, nothing in this Section 6.13 shall be deemed to require the Sellers or the Companies to make available to the Buyer, and the Buyer acknowledges and agrees that following the Closing the Sellers may retain, any information that (i) is subject to an attorney client privilege, (ii) is subject to a confidentiality agreement or (iii) relates to the discussions and negotiations between the parties hereto, or to this Agreement or the transactions contemplated hereby.
Sample 1
Review of the Companies. The Owners shall cause the Companies to, and the Companies shall (i) permit Purchaser, Doctor and their respective Representatives to have, after the date of execution hereof, full and complete access to the premises and to all the properties, assets, books, records and other
Sample 1
Review of the Companies. The Shareholders shall cause each of the Companies to permit the Purchaser and its representatives to have, after the date of execution hereof, full access to the premises and to all the books and records of each of the Companies and to cause the officers of the Companies to furnish the Purchaser with such financial and operating data and other information with respect to the business and properties of the Companies as the Purchaser shall from time to time reasonably request.
Sample 1

Related to Review of the Companies

  • Interim Operations of the Company The Company covenants and agrees, as to itself and its subsidiaries, that, prior to the Effective Time (unless Purchaser shall otherwise consent in writing and except as otherwise permitted by this Agreement): (a) the business of the Company and its subsidiaries shall be conducted only in the ordinary and usual course and, to the extent consistent therewith, each of the Company and its subsidiaries shall use its commercially reasonable efforts to preserve its business organization intact and maintain (b) the Company shall not (i) sell or pledge or agree to sell or pledge any stock or other securities owned by it or permit any of its subsidiaries to sell, pledge or agree to sell or pledge any stock or other securities owned by such subsidiary; (ii) amend the Certificate or its bylaws or amend, modify or terminate the Rights Agreement, or redeem the Rights issued pursuant thereto; (iii) split, combine or reclassify the outstanding Shares; or (iv) declare, set aside or pay any dividend payable in cash, stock or property with respect to the Shares; (c) neither the Company nor any of its subsidiaries shall (i) issue, sell, pledge, dispose of or encumber any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class of the Company, its subsidiaries or any other property or assets other than, in the case of the Company, Shares issuable pursuant to options outstanding on the date hereof under the Stock Plans and shares issuable pursuant to the Warrants; (ii) transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or encumber any assets or incur or modify any indebtedness or other liability other than in the ordinary and usual course of business; (iii) acquire directly or indirectly by redemption or otherwise any shares of the capital stock of the Company or any of its subsidiaries or (iv) authorize capital expenditures in excess of $50,000 individually or $100,000 in the aggregate or make any acquisition of (by merger, consolidation or acquisition of stock or assets), or any investment in, assets or stock of any other person or entity (other than acquisitions of assets in the ordinary course of business consistent with past practice); (d) neither the Company nor any of its subsidiaries shall grant any severance or termination pay to, or enter into any employment or severance agreement with any director, officer or other employee of the Company or any such subsidiary; and neither the Company nor any of its subsidiaries shall establish, (e) neither the Company nor any of its subsidiaries shall settle or compromise any material claims or litigation or, except in the ordinary and usual course of business and with the consent of Purchaser, modify, amend or terminate any of its material Contracts or waive, release or assign any material rights or claims; (f) neither the Company nor any of its subsidiaries shall make any tax election or permit any insurance policy naming it as a beneficiary or a loss payable payee to be canceled or terminated without notice to Purchaser, except in the ordinary and usual course of business; (g) except as may be required as a result of a change in law or in generally accepted accounting principles, neither the Company nor any of its subsidiaries shall change any of the accounting practices or principles used by it; (h) neither the Company nor any of its subsidiaries shall adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of the Company (other than the Merger and other than in compliance with Section 9.4(a)); and (i) neither the Company nor any of its subsidiaries will authorize or enter into an agreement to do any of the foregoing or take any action that would knowingly cause any of the representations or warranties of the Company contained in this Agreement to be untrue or incorrect or would result in any of the Offer Conditions set forth in Annex A hereto not being satisfied.

  • Management of the Company The Company's business and affairs shall be conducted and managed by the Member(s) in accordance with this Agreement and the laws of the State of the Formation. Single-Member (Applies ONLY if Single-Member): The Member(s) of the Company has sole authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company or incur any expenditures on behalf of the Company. The Member(s) shall not be liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree, or order of a court. The Company is organized as a “member-managed” limited liability company. The Member(s) is designated as the initial managing Member(s). Multi-Member (Applies ONLY if Multi-Member): Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation, and control of the business and affairs of the Company and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests. Notwithstanding any other provision of this Agreement, the Member shall not, without the prior written consent of the unanimous vote or consent of the Member(s), sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Company; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Company’s assets; mortgage, pledge or encumber the Company’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Company; lend any Company funds or other assets to any person or entity; establish any reserves for working capital repairs, replacements, improvements or any other purpose; confess a judgment against the Company; settle, compromise or release, discharge or pay any claim, demand or debt, including claims for insurance; approve a merger or consolidation of the Company with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Company. The Member(s) shall receive such sums for compensation as Member(s) of the Company as may be determined from time to time by the affirmative vote or consent of Member(s) holding a majority of the Member(s)’ Percentage Interests.

  • Responsibilities of the Company 3.3.1 The Company shall provide participants of CopyTrade with a complete package of services according to the Customer Agreement. The Company is liable for proper performance of technological solutions according to the Customer Agreement. 3.3.2 The Company bears no liability to participants of CopyTrade for lost profit or losses, which may directly or indirectly occur as a result of trading operations performed or not performed by an Investor or a Trader. 3.3.3 The Company bears no liability to participants of CopyTrade for lost profit or losses, which may be directly or indirectly occur as a result of their ignorance of regulatory documents or cooperation scheme. 3.3.4 The Company doesn’t evaluate Traders’ professional skills and suitability not on a single stage of their activity and bears no responsibility to Investors for any losses or lost profit they may incur. 3.3.5 The Company is not liable for:

  • Successors of the Company The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company, including any Successor Company. This Agreement shall be assignable by the Company in the event of a merger or similar transaction in which the Company is not the surviving entity, or a sale of all or substantially all of the Company’s assets.

  • Respective Liabilities of the Company and the Master Servicer The Company and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations specifically and respectively imposed upon and undertaken by the Company and the Master Servicer herein. By way of illustration and not limitation, the Company is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations, nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such obligation in accordance herewith.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Insurance Companies Insurance required hereunder shall be in companies duly licensed to transact business in the State of Washington, and maintaining during the policy term a General Policyholders Rating of ‘A-’ or better and a financial rating of ‘IX’ or better, as set forth in the most current issue of “Best’s Insurance Guide.”

  • MANAGEMENT OF THE BUSINESS Pursuant to Section 00-00-000 of the Act, and as stated in its Articles, the Company’s day to day affairs are managed by the Member. The Member is responsible for the daily operations of the business.

  • Responsibilities of the Contractor The Contractor shall provide all technical and professional expertise, knowledge, management, and other resources required for accomplishing all aspects of the tasks and associated activities identified in the Scope of Work. In the event that the need arises for the Contractor to perform services beyond those stated in the Scope of Work, the Contractor and the City shall negotiate mutually agreeable terms and compensation for completing the additional services.

  • Return of the Company’s Property If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 4(j) prior to the receipt of any post-termination benefits described in this Agreement.

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