Seller’s statement review by the Purchaser Sample Clauses

Seller’s statement review by the Purchaser. The Parties hereby agree to replace Section 2.3(a) of the SPA which shall read as follows: “Not less than four (4) Business Days prior to the Closing, the Seller shall deliver to the Purchaser and to the Purchaser’s Accountants a written statement showing the Seller’s calculation of the Closing Net Debt, prepared on the basis of the Accounting Principles and Schedule 2.3 and which in any event shall not exceed three hundred and fifteen million (315,000,000) Euros (the “Seller’s Statement”). If pursuant to Section 5.2 the Purchaser gives its prior written consent to the acquisition by the Company or any Subsidiary of an undertaking between the date of this Agreement and the Closing Date, the amount of any indebtedness contracted by the Company or that Subsidiary and the amount of any cash paid by the Company or that Subsidiary in each case for the purposes of that acquisition as approved by the Purchaser shall not be taken into account in the calculation of the Closing Net Debt in accordance with this Section 2.3. The Purchaser will have a period of thirty eight (38) Business Days from the Closing Date to review the Seller’s statement and to notify the Seller either that it agrees with the amount of the Closing Net Debt set out in the Seller’s Statement or that it does not agree with the amount of the Closing Net Debt set out in the Seller’s Statement in which case it shall provide reasonable details of the basis for such disagreement. For the purposes of this review, the Seller shall procure that the Purchaser and the Purchaser’s Accountants shall have access to the accounts of and other relevant financial information relating to the Company and the Subsidiaries, as well as to the relevant working papers of the Seller, the Seller’s Accountants and the Auditors. The Closing Net Debt agreed by the parties or otherwise determined in accordance with this Section 2.3 is referred to herein as the “Final Net Debt”.”
Sample 1
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Related to Seller’s statement review by the Purchaser

  • Indemnity by the Purchaser The Purchaser shall indemnify the Vendor’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered the following to the Company:

  • Completion of Review for Certain Review Receivables Following the delivery of the list of the Review Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Receivable is paid in full by the Obligor or purchased from the Issuer in accordance with the terms of the Basic Documents. On receipt of such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Review Receivable, and the Review of such Review Receivables will be considered complete (a “Test Complete”). In this case, the related Review Report will indicate a Test Complete for such Review Receivable and the related reason.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company’s officers, directors and employees, within a reasonable time period, to supply all such information reasonably requested by the Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • By the Purchaser The Purchaser hereby represents and warrants to the Company as follows:

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Completion of Asset Review for Certain Asset Review Receivables Following the delivery of the list of the Asset Review Receivables and before the delivery of the Asset Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if an Asset Review Receivable is paid in full by the related Obligor or purchased from the Issuer by GM Financial, the Seller or the Servicer according to the Program Documents. On receipt of any such notice, the Asset Representations Reviewer will immediately terminate all Tests of the related Asset Review Receivables and the Asset Review of such Receivables will be considered complete (a “Test Complete”). In this case, the Asset Review Report will indicate a Test Complete for the related Asset Review Receivables and the related reason.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

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