SELLER'S ACCESS AFTER CLOSING Sample Clauses

SELLER'S ACCESS AFTER CLOSING. For purposes of this Agreement, Seller's access to the Active Facilities after the Closing Date shall be subject to the following terms and conditions.
Sample 1
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SELLER'S ACCESS AFTER CLOSING. Following Closing, Purchaser shall, and shall cause ProjectCo to, provide Seller with reasonable and timely access to the Project to (a) complete all Work and (b) satisfy the other requirements with respect to the Project for Final Completion. Seller shall perform any Work after Project Substantial Completion with minimal interference with commercial operation of the Project or any portion thereof, and reductions in and shut-downs of all or part of the Project’s operations will be required only when necessary, taking into consideration the length of the proposed reduction or shut-down, and Purchaser’s obligations and liabilities under the Contract for Differences. Notwithstanding the foregoing, should a reduction in all or part of the Project’s operations be required to complete any items on the final Punch List, then such reduction or shut-down shall be scheduled by Purchaser, acting reasonably, and Seller shall complete such Work during the Purchaser-scheduled reduction or shut-down. Seller acknowledges that Purchaser may schedule the reduction or shut-down at any time, including off-peak hours, nights, weekends, and holiday. For the avoidance of doubt, during the Capacity Test Cure Period, if any, Purchaser shall have the right to operate the Project, including the right to maximize the economic benefits of the Project. 38 Article 13. Warranties Concerning the Work 38
Sample 1
SELLER'S ACCESS AFTER CLOSING. For purposes of this Agreement, Seller's access to the Real Property after Closing shall be subject to the following terms and conditions. For purposes of this Section, "Owner" shall refer to Buyer and/or its designated representative and "Licensee" shall refer to Seller and/or its designated representative.
Sample 1
SELLER'S ACCESS AFTER CLOSING. After the Closing Date, Purchaser shall permit Seller reasonable access during normal business hours, upon at least two (2) business days prior notice, to any records and files of the Savannah Business transferred pursuant to this Agreement, relating to a period prior to the Closing Date, and to any employees of Purchaser formerly employed by Seller, as may be necessary in connection with the prosecution or defense of any tax audits or third party claims, suits or actions by or against Seller relating to the Savannah Business. In connection herewith, Purchaser hereby agrees to retain all such books and records for a period of not less than five (5) years after the Closing Date in order to afford Seller such access, and Seller shall have the right at any time to make copies thereof. If Purchaser wishes to destroy any such books or records at any time during such period, Purchaser shall give Seller not less than sixty (60) days prior written notice thereof, whereupon Seller may elect to take possession of such books and records. In addition, Purchaser shall provide Seller, to the extent feasible, with access to any officers, employees and agents of Purchaser, as may be necessary in connection with the prosecution or defense of any tax audits or third party claims, suits or actions by or against Seller.
Sample 1

Related to SELLER'S ACCESS AFTER CLOSING

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Obligations After Closing After the Closing, Purchaser, on the one hand, and Seller, on the other hand, shall not, directly or indirectly, disclose, or permit any of its Entity Representatives to disclose, to any third party the terms and conditions of this Agreement or the Contemplated Transactions (including all or any portion of the Purchase Price) (collectively, “Confidential Information”) without the written consent of the other Parties; provided, however, that this Section 10.13(b) shall not prevent disclosure by a Party: (i) pursuant to Section 10.13(c) or Section 10.14; (ii) of information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement (including Section 10.14) or any other confidentiality agreement to which such Party is a party or of which it has actual knowledge), as evidenced by generally available documents or publications; (iii) to the extent disclosure is necessary or advisable, to its Affiliates or to such Party’s or any such Affiliate’s Entity Representatives for the purpose of performing their respective obligations under this Agreement; (iv) to banks or other financial institutions or agencies or any independent accountants or legal counsel or investment advisors employed by such Party or its Affiliates, to the extent disclosure is necessary or advisable to obtain financing; (v) to one or more potential purchasers of the Acquired Assets; (vi) to Governmental Authorities to the extent necessary to comply with its obligations under this Agreement and Law with respect to the HSR Act; (vii) as required by applicable securities or other Laws or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates; or (viii) to the extent necessary, to enforce this Agreement; provided, however, that in each case of disclosure under clauses (iii), (iv), or (v), the Persons to whom disclosure is made agree to be bound by this confidentiality provision, and the Party making such disclosure shall be liable and responsible for any breach by such Person of this confidentiality obligation.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Mail Received After Closing Following the Closing, Apple may receive and open all mail addressed to the Seller that Apple believes relates to the Business and, to the extent that such mail and the contents thereof relate to the Business or the Acquired Assets, deal with the contents thereof in its discretion, and to the extent that it does not relate thereto, shall promptly deliver same to Seller.

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Seller’s Deliveries at Closing At the Closing, Seller will deliver or cause to be delivered to Buyer:

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:

  • Deliveries by Seller at Closing At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

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