Access by Buyers Sample Clauses

Access by Buyers. (a) From and after the date hereof until the Closing Date or earlier termination of this Agreement (the “Interim Period”), the Company will (i) provide Buyers and their Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the offices, Properties and the books and records relating to the Company Entities, but only to the extent that such access does not unreasonably interfere with the business and operations of the Company Entities and (ii) instruct and use its commercially reasonable efforts to cause the employees, counsel, accountants, agents and financial advisors of the Company to cooperate with Buyers in their investigation of the Company Entities; provided, however, that (i) the Company shall have the right to (1) have a Representative present for any communication with employees or officers of the Company Entities and (2) impose reasonable restrictions and requirements for safety purposes and (ii) the Company shall not be required to provide access to any information that is (1) subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (2) prohibited by Applicable Law. Notwithstanding the foregoing, Buyers shall not (1) have access to personnel records of a Company Entity relating to individual performance or evaluation records, medical histories or other information which in the Company’s good faith opinion is sensitive and the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability or (2) conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media. In addition, Buyers may arrange meetings (whether telephonic or in person) with customers and suppliers of the Company Entities, provided that (i) Buyers obtain the prior written consent of the Company (A) to have any such meeting and (B) regarding the proposed topics for discussion at such meetings, (ii) the Company shall have the right to have Representatives present at any such meetings, (iii) the Company may reasonably limit the number of individuals and the number of meetings and (iv) Buyers shall coordinate all such meetings with one or more employees or representatives designated by the Company. All such access and information obtained as a result of such access shall be subject to the terms and conditions of...
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Access by Buyers. After the Closing Date, Buyers and their authorized representatives shall have reasonable access (at Buyers’ sole cost and expense) during Sellers’ normal business hours to all books and records of Sellers pertaining to the Properties for periods prior to the Effective Date for the purpose of prosecuting or defending claims, lawsuits or other proceedings, for audit purposes, or to comply with legal process, rules, regulations or orders of any governmental authority. Buyers at their sole expense, may copy such records they deem appropriate. Sellers agree to maintain such books and records for a minimum of seven (7) years after Closing.
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Access by Buyers. Such Seller shall allow Buyers and its Representatives, at Buyers' own expense during regular business hours and accompanied by such Seller and its Representatives if such Seller so desires, to inspect the Assets and to inspect the Books and Records, including information with respect to current costs, prices, financial information (including inventory, fixed assets and accruals) and promotional and marketing information and such other matters as Buyers may reasonably request in order to conduct its due diligence examination. All such information shall be provided to Buyers in such form as such information may presently exist or be readily available and, except as specifically provided in ARTICLE IV to the contrary, without representation or warranty as to the accuracy or completeness thereof.
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Access by Buyers. From and after the date hereof until the applicable Closing Date or earlier termination of this Agreement (the “Interim Period”), Sellers will (i) provide each Buyer and its Representatives with reasonable access, upon reasonable prior notice and during normal business hours, to the offices, properties and the books and records relating to the Companies, but only to the extent that such access does not unreasonably interfere with the business and operations of the Companies and (ii) instruct and use its commercially reasonable efforts to cause the employees, counsel, accountants, agents and financial advisors of the Companies to cooperate with each Buyer in its investigation of the Companies; provided, however, that (i) Sellers shall have the right to (1) have a Representative present for any communication with employees or officers of the Companies and (2) impose reasonable restrictions and requirements for safety purposes and (ii) Sellers shall not be required to provide access to any information that is (1) subject to attorney-client privilege to the extent doing so would reasonably be expected to cause such privilege to be waived, or (2) prohibited by Applicable Law. Notwithstanding the foregoing, Buyers shall not conduct or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media.
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Related to Access by Buyers

  • Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:

  • Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.

  • Deliveries by Seller At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer, duly and properly executed, the following: (a) Good and sufficient General Conveyance, Assignment and ▇▇▇▇ of Sale, which shall be in the form attached hereto as EXHIBIT C, conveying, selling, transferring and assigning to Buyer title to all of the Property, free and clear of all security interests, liens, charges, encumbrances or equities whatsoever, except for those assumed by Buyer pursuant to this Agreement or approved in writing by Buyer prior to the Closing. (b) Assignments and Assumptions of the Assumed Liabilities, which shall be in form and substance satisfactory to Buyer and shall include, to the extent obtained, the written consents of all parties necessary in order to duly transfer all of Seller's rights thereunder to Buyer (the "Assignment and Assumption Agreements") together with the consents (or notations) required pursuant to SECTION 7.1(H). (c) A certificate of the President and Secretary of Seller in accordance with Section 7.1(d). (d) Resolutions of the directors and stockholders of Seller authorizing the execution and delivery of this Agreement by Seller and the performance of its obligations hereunder, certified by the Secretary of Seller. (e) The Articles of Incorporation of Seller, certified as of a recent date by the Secretary of State of New York. (f) A certificate of the Secretary of State of New York dated as of a recent date as to the good standing of Seller in such state, along with telephonic confirmation of such good standing on the date of the Closing. (g) A certificate of the Secretary of State of each state listed on SCHEDULE 4.2(A), dated as of a recent date as to the good standing of Seller in each such state, along with telephonic confirmation of such good standing on the date of the Closing. (h) The legal opinion referred to in Section 7.1(e). (i) The employment agreement between Buyer and ▇▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT D. (j) The employment agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT E. (k) The employment agreement between Buyer and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ in the form attached hereto as EXHIBIT F. (l) The consulting agreement between Buyer and ▇▇▇▇▇▇▇ ▇▇▇▇ in the form attached hereto as EXHIBIT G. (m) The Assignment of the real estate lease for the premises (the "Premises") located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ in the form attached hereto as EXHIBIT 7.1(I) (the "Lease"). (n) Except as provided herein, Seller shall pay any federal, state or local sales or transfer taxes related to the transactions contemplated by this Agreement. (o) Such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the Property.

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

  • Closing Deliveries by Buyer (a) At the Closing (or the Delayed Closing, as applicable with respect to at any Initial Purchased Assets or Initial Assumed Liabilities transferred at the Delayed Closing), Buyer shall deliver, or cause to be delivered, to Parent: (i) the Closing Payment or Delayed Payment, as applicable; provided, that the portion of the Closing Payment to be paid to Halyard China Co., Ltd. may be delivered on the first business day in China following the Closing; (ii) copies of the resolutions of the board of directors of Buyer authorizing and approving the transactions contemplated by this Agreement and the applicable Ancillary Agreements to the extent applicable to Buyer which shall be true and complete and in full force and effect and unmodified as of the Closing (or Delayed Closing, as applicable); (iii) executed counterparts of the Transition Services Agreements and each other Ancillary Agreement to which Buyer is, or is contemplated to be, a party; (iv) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the Closing Date (or Delayed Closing Date, as applicable) or necessary under applicable Law to effect the transfer of the Initial Purchased Assets and the Interests to Buyer and to evidence such transfer in the public records, and to effect the assumption by Buyer of the Initial Assumed Liabilities and to evidence such assumption in the public records, in each case duly executed by Buyer; (v) the certificate required by Section 8.03(a); and (vi) such other documents as may be required by applicable Law to consummate the transfer of the Owned Real Property owned by an Asset Seller to Buyer in accordance with this Agreement. (b) At each Later Closing, Buyer shall deliver, or cause to be delivered, to Parent: (i) executed counterparts of applicable Transfer Agreements for the applicable Later Purchased Assets to which Buyer is, or is contemplated to be, a party; and (ii) such other instruments, in form and substance reasonably satisfactory to Parent, as may be reasonably requested by Parent at least five (5) Business Days prior to the applicable Later Closing Date or necessary under applicable Law to effect the transfer of the applicable Later Purchased Assets to Buyer and to evidence such transfer in the public records, to the extent applicable, in each case duly executed by Buyer.